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HomeMy WebLinkAboutSan Diego North Convention & Visitors Bureau; 2004-06-23;EXHIBIT 2 AMENDMENT NUMBER 8 TO AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Amendment Number 8 to the Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is effective as of the 1st day of July, 2008, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the San Diego North Convention and Visitors Bureau, ("Contractor"). RECITALS A. On seven prior occasions the Parties have amended the June 23, 2004 Agreement resulting in an extension to the term of the Agreement; and except as modified, on the same terms and conditions of the original Agreement. B. The Agreement is scheduled to terminate on June 30, 2008, unless it is extended. C. The Parties desire to enter into this 8th Amendment to the Agreement for the purpose of extending the terms and conditions of the Agreement for an additional period of twelve (12) months, from July 1, 2008 through June 30, 2009; and D. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. E. The CTBID requires SDNCVB to report to the Board on those activities on a quarterly basis using contracted room nights secured during the reporting period multiplied by an Average Daily Rate, obtained by Smith Travel Research, with an additional amount added for meals and incidentals. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1. The above recitals are incorporated herein. 2. This Amendment Number 8 to the Agreement is effective for a period of twelve (12) months beginning July 1, 2008 through June 30, 2009. 3. Excepted as specifically modified herein, the terms and conditions between the parties shall be those set forth in the Agreement between the City of Carlsbad and the Convention and Visitors Bureau dated June 23, 2004. Compensation will be made in twelve (12) monthly installments of nine thousand one hundred sixty-six dollars and sixty-six cents ($9,166.66) each month for a total of $110,000 as detailed in the attached Exhibit A to this Amendment Number 8 budget request. The first installment shall be payable in the first full week of July 2008. Subsequent installments shall be paid in the first full week of each month, through the term of this Agreement. City Attorney Approved Version #05.22.01 4. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 6. The individuals executing this Amendment Number -8 and the instruments referenced 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 hereof of this Amendment. CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways Code - (sign here) /1 ,A Ai ,1 OLM \ \M d <M (e-mail address) ATTEST: *By: (sign here) (print name/title)Carlsbad Tourism Business Improvement District (e-mail address) If required by City, 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. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, 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. City Attorney Approved Version #05.22.01 2 APPROVED AS TO FORM: RONALELR. BALL, General Counsel By: _ _ General Counsel / City Attorney Approved Version # 05.22.01 'NORTH ••Room to fill your senses SAN Ditco NORTH CONVENTION &-VISITORS BUREAU OFFICERS: Chairman Robed Raueh, General Manager/Partner Hilton Garden Inn /Homewood Suites San Diego/Del Mar Immediate Pasi Chairman Tun Fenuell, CEO Del Mar Fairgrounds Treasurer Robert McClure, Director San Diego Zoo's Wild Animal Park Secretary James S Farley, Attorney At Law James S Farley Law Offices Member-al-Large John Daley, Owner 101 Cafe, Oceanside Member-at- Large Dem.se Dornfeld, Exec. Vice President PRA Destination Management Member-at-Large Robert Moore, General Manager Hilton Garden Inn Carlsbad Beach DIRECTORS: Janet Beronio, General Manager Hurrah's Rincon Casino & Resort Paul Corsimla, General Manager San Diego Marriott La Jolla Patrick DulTy, General Manager Hilton La Jolla Torrey Pines Julian Duvat, Executive Director Quail Botanical Gardens Dennis Fraher. General Manager San Diego Marriott Del Mar John Gates, General Manager Rancho Bernardo Inn Juanita I layes, Public Affairs Manager San Diego Gas & Electric Co. Patrick Hclbling, Operations Director Birch Aquarium at Scripps John Jakobsen, General Manager LEGOLAND California Chris Jennewt-in Director of Internet Operations The San Diego Union-Tribune/ SignOnSanDiego com Pam Richardson, V.P. Operations Lake San Marcos Resort & Country Club Vikram Sood, General Manager The Grand Del Mar Paul Van Elderen, Broker Hanson Realty Tammie Wheatiey, General Manager Radisson Suite Hotel Rancho Bernardo Carl Winston, Program Director San Diego State University tX OFFICIOS: Jonathan Jacobs, Managing Partner Radisson Suite Hotel Rancho Bernardo Carlsbad Sales & Marketing Budget 08-09 Detail Sales & Marketing Personnel Sales Programs (trade shows, site visits, client events, educational tours, lead generation, promotions) Marketing Support (collateral, direct mail, booth displays, co-op advertising, public relations, web site/email initiatives, research) Administration & Operations (lease, postage, office supplies, office machines, internet, telephone) Total Carlsbad Budget SD North Budget $51,235 $1,177,200 $ 13,950 $ 558,500 $ 36,237 $1,285,000 $ 8,488 $ 370,900 $110,000 $3,391,600 SAN DIEGO NORTH CONVENTION & VISITORS BUREAU Executive Office: 360 N Escondido Boulevard, Escondido, California 92025-2600 Located at the Center For The Arts, Escondido Voice: 760-745-4741 800-848-3336 Fax: 760-745-4796 Sales Office: 6l20Paseo Del None, Suite L-l. Carlsbad, California 9201 l-l 100 Voice 760-603-1690 800-848-3336 Fax:760-603-9570 www sandiegonorth com EXHIBIT 2 AMENDMENT NUMBER 7 TO AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Amendment Number 7 to the Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is effective as of the 1st day of July, 2007, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the San Diego North Convention and Visitors Bureau, ("Contractor"). RECITALS A. On six prior occasions the Parties have amended the June 23, 2004 Agreement resulting in an extension to the term of the Agreement; and except as modified, on the same terms and conditions of the original Agreement. B. The Agreement is scheduled to terminate on June 30, 2007, unless it is extended. C. The Parties desire to enter into this 7th Amendment to the Agreement for the purpose of extending the terms and conditions of the Agreement for an additional period of twelve (12) months, from July 1, 2007 through June 30, 2008; and D. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. E. The CTBID requires SDNCVB to report to the Board on those activities on a quarterly basis using contracted room nights secured during the reporting period multiplied by an Average Daily Rate, obtained by Smith Travel Research, with an additional amount added for meals and incidentals. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1. The above recitals are incorporated herein. 2. This Amendment Number 7 to the Agreement is effective for a period of twelve (12) months beginning July 1, 2007 through June 30, 2008. 3. Excepted as specifically modified herein, the terms and conditions between the parties shall be those set forth in the Agreement between the City of Carlsbad and the Convention and Visitors Bureau dated June 23, 2004. Compensation will be made in twelve (12) monthly installments of nine thousand one hundred sixty-six dollars and sixty-six cents ($9,166.66) each month for a total of $110,000 as detailed in the attached Exhibit A to this Amendment Number 7 budget request. The first installment shall be payable in the first full week of July 2007. Subsequent installments shall be paid in the first full week of each month, through the term of this Agreement. City Attorney Approved Version #05.22.01 4. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 6. The individuals executing this Amendment Number 7 and the instruments referenced 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 hereof of this Amendment. CONTRACTOR Lx (sign here) CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Street? and Highways Code, (print name/title) ORRAINE M. WOOD Pro Tern <\lerk of the Carlsbad Tourism Business Improvement District (e-mail address) If required by City, 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. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, 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. City Attorney Approved Version #05.22.01 2 ACKNOWLEDGMENT State of California County of v On -6 i&a O before me, personally appeared. (here insert narrrearfcl title of the officer) M of personally known to me (or proved to me on the basis of satisfactory evidence) to be the person^) whose name(X) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/heV/thdir authorized capacity(ies), and that by his/tyeV/try^ir signature^ on the instrument the person^), or the entity upon behalf of which the personM acted, executed the instrument. WITNESS my hand and official seal Signature «1529000 Notary Public - California * San Diego County f Comm. Expkes Nov. 22,2006 f (Seal) ACKNOWLEDGMENT State of CaliforniaState o aiorna , , — -N ( County of ^5 A /Y J_ )i On -before - personally appeared - (here insert narye'ancrtitie of the ojmcer) (_. /)/lf\ I Y\OiT7^d /V _ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person^/) whose name^rf) is/aj£ subscribed to the within instrument and acknowledged to me that fjeVshe/thi^y executed the same in l^/her/th^ir authorized capacity(i^), and that by ry&/her/th4ir signature^ on the instrument the person^), or the entity upon behalf of which the person^ acted, executed the instrument. WITNESS my COMM. §1529000 Notary Public • C«Worni« San Diego County Comm. Expires Nov. (Seal) APPROVED AS TO FORM: RONALD R. BALL, General Counsel By: ~ 3 l<~-« i ^ General Counsel City Attorney Approved Version # 05.22.01 WORTH EXHIBIT A ^AUTHENTIC. DIVERSE. CALIFORNTA' OFFICERS: Chairman Tim Fennel), CEO Del Mar Fairgrounds Vice Chairman Robert Rauch, Genera) ManagetfPartner Homewood Suites San Diego/Del Mar Treasurer Robert McClure, Director San Diego Zoo's Wild Animal Park Secretary James S. Farley, Attorney At Law James S. Farley Law Offices Member-at - Large Robert Moore, General Manager Hilton Garden Inn Carlsbad Beach DIRECTORS: Janet Bcronio, General Manager Harrah's Rincon Casino & Resort Bruce Brainerd, General Manager Hyatt Regency La Jolla Paul Corsinita, General Manager San Diego Marriott La Jolla John Daley, Owner 101 Cafe, Oceansidc Dcnise Dornfeld, Exec. Vice President PRA Destination Management Patrick Duffy, General Manager Hilton La Jolla Torrey Pines Julian Duval, Executive Director Quail Botanical Gardens Juanita Hayes, Public Affairs Manager San Diego Gas & Electric Co. Nigclla Hillgarth Ph.D. Executive Director Birch Aquarium at Scripps John Jakohscn, General Manager LEGOLAIMD California Chris Jcnncwein Director of Internet Operations The San Diego Union-Tribune/ SignOnSanDiego.com Nance Trevithick, Director of Sates Four Seasons Resort Aviara Paul Van Elderen, Managing Broker McMillin Realty Commercial Tammic Wheatley, General Manager Radisson Suite Hotel Rancho Berfiardo Carl Winston, Program Director San Diego State University EX OFFICIOS: Jonathan Jacobs, Managing Partner Radisson Suite Hotel Rancho Bernardo Rick Mansur Senior Vice President of Operations J.C. Resorts, Inc. President & CEO Cami Mattson Carlsbad Sales Budget Detail Sales Personnel (18% of existing team's efforts) Carlsbad Budget SD North Budget $51,235 $ 285,141 Sales Programs $ 13,950 (18% of trade shows, site visits, client events, educational tours, promotions) Sales Operations $ 8,488 (18% of lease, postage, office supplies, office machines, internet, telephone) Sales Marketing Support $ 36,237 (10% of collateral, direct mail, booth displays, co-op advertising, public relations, web site/email initiatives, marketing personnel) Additional administration, operations, $ 0 and leisure marketing programs $ 77,500 $ 47,154 $ 346,068 Total $110,000* $ 326,237 $1,082,100 *The 10% increase over last year will go towards the increased cost of doing business with the existing sales programs. The $100,000 allocation from the City of Carlsbad was first allocated to the San Diego North CVB in FY2003-04 and has remained flat for the last 4 years. SAN DIEGO NORTH CONVENTION & VISITORS BUREAU Executive Office: 360 N. Escondido Boulevard, Escondido, California 92025-2600 Located at the Center For The Arts, Escondido Voice: 760-745-4741 800-848-3336 Fax: 760-745-4796 Sales Office: 6120 Paseo Del None, Suite L-l, Carlsbad, California 92011-1100 Voice: 760-603-1690 800-848-3336 Fax:760-603-9570 www.sandiegonorth.com EXHIBIT 2 AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of January, 2007, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the San Diego North Convention and Visitors Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of six (6) months, from January 1, 2007 through June 30, 2007; and B. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1. The Agreement is hereby entered into for a period of six (6) months beginning January 1, 2007 through June 30, 2007. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitors Bureau dated June 23, 2004. Compensation will be made in six (6) monthly installments of eight thousand three hundred thirty-three dollars and thirty-three cents ($8,333.33) each month. The first installment shall be payable in the first full week of January. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR *D\ (sign here) LAM I P#<is (print nam'e/title) CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways Code By: (e-mail address) *By: (sign here) (print name/title) LORRAINE M. WOOD Pro Tern Clerk of the Carlsbad Tourism Business Improvement District (e-mail address) If required by City, 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. Chairman, President, or Vice-President "Group B. Secretary, Assistant Secretary, 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: RONALD R. BALL, General Counsel General Counsel City Attorney Approved Version #05.22.01 EXHIBIT 2 AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of July, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City), and the San Diego North Convention and Visitors Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of six (6) months, from July 1, 2006 through December 31, 2006; and B. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of six (6) months beginning July 1, 2006 through December 31, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitors Bureau dated June 23, 2004 that is attached hereto as Exhibit A and incorporated by reference. Compensation will be made in six (6) monthly installments of eight thousand three hundred thirty-three dollars and thirty-three cents ($8,333.33) each month. The first installment shall be payable in the first full week of July. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR *By:t*J-tl. (sign here) CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business mprovement District as defined in section 36500 of the California Streets and Highways Code (print name/title) Chairperson (e-mail address) (print name/title) r WOOD Pro Tem Clerk\f the Carlsbad Tourism Business Improvement District (e-mail address) If required by City, 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. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, 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: ), General Counsel City Attorney Approved Version #05.22.01 AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of March, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the San Diego North Convention and Visitor's Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of four (4) months, from March 1, 2006 through June 30, 2006; and B. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of four (4) months beginning March 1, 2006 through June 30, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitor's Bureau dated June 23, 2004 that is attached hereto as Exhibit 4 and incorporated by reference. Compensation will be made in four monthly installments of eight thousand three hundred thirty-three dollars and thirty-three cents ($8,333.33) each month. The first installment shall be payable in the first full week of March. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR *By: CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways Code (print name/title) (print name/title) Chairperson RRAUJJEJVI. WOOD Pro Tem Clerk of the Carlsbad Tourism Business Improvement District (e-mail address) If required by City, 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: RONA4=Q R. BALL, General Counsel oeneral Counsel City Attorney Approved Version #05.22.01 JURAT State of California County of Subscribed and sworn to (or affirmed) before me on this K}^ day of .20^ personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. . «1529000 z Notary Public • California g San Diego County My Comnt EKWS Nov. 22,2MB? (seal) AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR Promotion of Tourism and Visitor Services San Diego North Convention and Visitor's Bureau This Amendment No. 3 is entered into and effective as of the 1'' day of January 2006, extending the agreement dated June 23,2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and The San Diego North Convention and Visitor's Bureau, ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to extend the Agreement for an additional period of two (2) months; and B. The City continues to require the visitor and promotional services provided by San Diego North Convention and Visitor's Bureau. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: I. The Agreement is hereby extended for an additional period of two (2) months beginning January 1,2006 and ending on February 8,2006. 2. Compensation terms in the original agreement, Amendment No. 1, Amendment No. 2 and any subsequent agreements for all programs and services shall revised to read "Payment for services will be made in a lump sum installment of sixteen thousand, six-hundred and sixty seven dollars ($16,667) to cover the period January 1, 2006 through February 28, 2006." 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. ... ... ... ... ... 1 City Attorney Approved Version #05.22.01 address) //A (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attac,, a resolution certified by the secretary or assdant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONA R. BALL, City Attorney A By: - rqzqoh, BepatrCity Attorney 2 City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California personally appeared Name@) of Signer(s) wersonally known to me evjelence disfzctory to be the person@$ whose name&) isbe subscribed to the within instrument and acknowledged to me that %he/tkey executed the same in kisfher,44eir authorized capacity(k), and that by kislheWeir signaturewon the instrument the person@, or the entity upon behalf of which the person@) acted, executed the instrument. WITNFSS my hand and official seal. %nature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons re/ying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Documen Document Date: Lf-4-bA-so Number of Pages: Signer(s) Other Than Named Above: h' rV-& m-- %.-( Capacity(ies) C4aimed by Signer Signer's Name: hndividual .- 0 Corporate Officer - Title@): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Q 1999 National Notary Association 9350 De Soto Am., P.O. Box 2402 Chatsworih, CA 91313-2402 * w.NatiinalNotaryorg Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 STATE OF CALIFORNIA 1 J On n/o~. GL c>' before me, the rsigned, a Notary Public in and for said State, personally appeared \-,&a ch leu personally known to me (or proved to me on the basis of satisfactory evidence to be the person that executed the within instrument. (This area for official notarial seal) AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR Promotion of Tourism and Visitor Services San Diego North Convention and Visitor’s Bureau This Amendment No. 2 is entered into and effective as of the 1‘‘ day of September 2005, extending the agreement dated June 23, 2004 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, (“City”), and The San Diego North Convention and Visitor’s Bureau, (“Contractor”) (collectively, the ”Parties”). RECITALS A. The Parties desire to extend the Agreement for an additional period of two (2) months; and B. The City continues to require the visitor and promotional services provided by San Diego North Convention and Visitor’s Bureau. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement is hereby extended for an additional period of two (2) months beginning November 1, 2005 and ending on December 31,2005. 2. Compensation terms in the original agreement, Amendment No. 1 and any subsequent agreements for all programs and services shall revised to read ”Payment for services will be made in a lump sum installment of sixteen thousand, six-hundred and sixty seven dollars ($16,667) to cover the period Novemberl, 2005 through December 31, 2005.” 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. ... ... ... ... ... ... 1 City Attorney Approved Version #05.22.01 u (e-mail addrdss) n A,, n A Mq // I (Sign here) (L&%&L&W& LORRAINE M. WOOB City Clerk -- sp ;-*" '.? (print nameltitle) e/ (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a CorDoration, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, 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: RONALD R. BALL, City Attorney By: Uqmty City Attorney 7. I y . o&' REV. 08/18/2005 .. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California I (% . -5 before me,h-,i 4h personally appeared - Nameis) of Signer@) Wersonally known to me HY evidence to be the person(9 whose name@) isfare subscribed to the within instrument and acknowledged to me that Wheltkey executed the same in Wherltkeir authorized capacity(ies), and that by Wer/#+eir signature(8jon the instrument the person@), or the entity upon behalf of which the personm acted, executed the instrument. WITNESS my hand and official seal. fkkJ-us4 Signature' of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: 0 Individual 0 Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: I Top of thumb here I Signer Is Representing: - 0 1999 National Notary Assouation * 9350 De Solo Ave, P.O. Box 2402 * Chatsworlh. CA 91313-2402 * www.NationalNota~.org Prod. NO 5907 Reorder' Call Toll-Free 1-800-876-6827 \3 STATE OF CAT.,IFORNIA 1 ) ss. ) COUNTY OF SUA '3 h0 ,a -r personally known to me (or proved to me on the basis of satisfactory evidence to be the person whose name($ idare subscribed to the within instrument and acknowledged to me that hdshdtht executed the same in hisherhheir authorized capacity(&), and that by hishedtheir signatureo on the instrument the person$, or the entity upon behaif of which t insfmment . (This area for official notarial seal) City of Carlsbad August 16,2005 Ms. Cami Mattson President and CEO San Diego North Convention & Visitors Bureau 360 North Escondido Blvd. Escondido, CA 92025 Dear Cami: On August 2,2005 the City Council approved a two-month extension in the agreement between the City of Carlsbad and your organization for the provision of a number of tourism related services. Since this agreement will expire on August 31,2005, and the next opportunity to bring the question of an additional extension before the City Council will be in the month of September, there is the possibility that there could be a lapse in funding for your organization. Therefore, I am suggesting that, under the contracting powers provided to the City Manager, we mutually agree to a short term extension of the existing agreement, using the same terms and conditions expressed in the extension approved by the City Council on August 2. The period covered by this extension would be September 1 through October 3 1,2005. During that period San Diego North would continue to provide all services described in the previous extension, and the City will continue to provide funding to San Diego North paid in a single lump sum payment of $16.667 at the beginning of September. If this proposal is acceptable to you, please sign and return a copy of this letter to my office. Thank you for your continued support of the tourism industry and the City of Carlsbad. Sincerely, Raymokd R. Patchett City Manager W/PP cc: Cynthia Haas Jim Elliott The Proposed contract extension terms are acceptable to the San Diego North Convention and Visitors Bureau: Signed: Date: 1200 Carlsbad Village Drive Carlsbad, CA 92008-1989 (760) 434-2821 FAX (760) 720-9461 @ AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR Promotion of Tourism and Visitor Services San Diego North Convention and Visitor’s Bureau This Amendment No. 1 is entered into and effective as of the 1’‘ day of July 2005, extending the agreement dated June 23, 2004 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, (“City”), and The San Diego North Convention and Visitor’s Bureau, (“Contractor”) (collectively, the “Parties”). RECITALS A. The Parties desire to extend the Agreement for a period of sixty-two (62) days; and B. The City continues to require the visitor and promotional services provided by San Diego North Convention and Visitor’s Bureau. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement is hereby extended for a period of sixty-two (62) days beginning July 1 , 2005 and ending on August 31, 2005. 2. Compensation terms in the original agreement for all programs and services shall be revised to read: “Payment for services will be made in one lump sum payment of sixteen thousand, six-hundred and sixty seven dollars ($1 6,667).” 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. ... ... ... ... ... ... ... ... ... ... ... ... ... ... 1 City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. \ \cw e Lvw,ore. corn -(e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vi ce-P resid e n t **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney n City Attorney Approved Version #05.22.01 2 I1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California } ss. County of GW 7 1- I Name and Titleff Officer (e g , "Jane Dbe, Notary Public") On JoL!-Y WDb-, before me, Date Narne(s) of Signer(s) personally appeared per/( I 0 personally known to me mved to me on the basis of satisfactory evidence BERNADETTE G. TAGLE Commission # 1373521 Notary Public - California f San Diego County My Comrn. Expires Sep 8,20061 to be the person('$ whose name(p3- is/= subscribed to the within instrument and acknowledged to me that kelshelthy executed the same in h/her/tketr authorized capacityw), and that by hslherlthw signature(!# on the instrument the person(#, or the entity upon behalf of which the person(% acted, executed the instrument. Place Notary Seal Above Though the information below IS not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document TitleorTypeof Document: -ma%f@T Zrn ?*> Document Date: NOT ym Number of Pages: Wkw-iwq- p3p- Ippc-wi?~~ ocf -7-0 fl Ilh - - 'L Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: TW. e(iaJ'-77 E& Individual Corporate Officer - Title(s): b Partner - 0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Top of thumb here 0 1999 National Notary Association * 9350 De Soto Ave., P.0. Box 2402 - Chaiswotih, CA 91313-2402 * w.naiionalnoiary.oQ Prod No. 5907 Reorder: Call Toll-Free 1-800-878-6827 STATE OF CALIFORNIA ) ) ss. COUNTYOF s&/ n~ 1 On I A(, 2666- , before me, Notary Public/n and for said State, personally appea personally known to me (or proved to me on the basis of satisfactory evidence to be the person(s) whose name@) idare subscribed to the within instrument and acknowledged to me that hdshdthey executed the same in hishedtheir authorized capacity(ies), and that by hisherhheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the insfrument . (This area for official notarial seal) AGREEMENT FOR PROMOTION OF TOURISM AND GROUP SALES SAN DIEGO NORTH CONVENTION AND VISITOR'S BUREAU THIS AGREEMENT is made and entered into as of the 23" day of Jove , 2004, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and The San Diego North Convention and Visitor's Bureau, a non- profit corporation, hereinafter referred to as "S DN CVB" . RECITALS A. B. C. D. City requires the professional services of a contractor that is experienced SDNCVB has the necessary experience in providing professional services Selection of SDNCVB is expected to achieve the desired results in an SDNCVB has submitted a proposal to City and has affirmed its willingness in tourism and visitor promotion programs and services. and advice related to the promotion of tourism in Carlsbad. expedited fashion. and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and SDNCVB agree as follows: 1. SCOPE OF WORK City retains SDNCVB to perform, and SDNCVB 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, SDNCVB will exercise the reasonable professional care and skill customarily exercised by reputable members of SDNCVB'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 one (1) year from July 1, 2004 through June30,2005. 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be One Hundred Thousand dollars ($100,000) to be made in quarterly payments: July 1, 2004, October 1, 2004, January 1, 2005 and April 1, 2005. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 1 City Attorney Approved Version #04.01.02 6. STATUS OF CONTRACTOR SDNCVB will perform the Services in SDNCVB's own way as an independent contractor and in pursuit of SDNCVB's independent calling, and not as an employee of City. SDNCVB will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by SDNCVB to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to SDNCVB pursuant to the Agreement will be the full and complete compensation to which SDNCVB is entitled. City will not make any federal or state tax withholdings on behalf of SDNCVB or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of SDNCVB or its employees or subcontractors. SDNCVB agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of SDNCVB or any agent, employee, or subcontractor of SDNCVB for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to SDNCVB. 7. SUBCONTRACTING SDNCVB will not subcontract any portion of the Services without prior written approval of City. If SDNCVB subcontracts any of the Services, SDNCVB will be fully responsible to City for the acts and omissions of SDNCVB's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as SDNCVB is for the acts and omissions of persons directly employed by SDNCVB. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of SDNCVB and City. SDNCVB will be responsible for payment of subcontractors. SDNCVB will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to SDNCVB's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION SDNCVB agrees to indemnify and hold harmless the City 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 in whole or in part by any willful misconduct or negligent act or omission of the SDNCVB, 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 City incurs or makes to or on behalf of an injured employee under the City'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. City Attorney Approved Version #04.01.02 2 IO. INSURANCE SDNCVB 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 SDNCVB or SDNCVB'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-:VI'. 10.1 Coverages and Limits. SDNCVB will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on SDNCVB's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by SDNCVB pursuant to this Agreement are adequate to protect SDNCVB. If SDNCVB believes that any required insurance coverage is inadequate, SDNCVB will obtain such additional insurance coverage, as SDNCVB deems adequate, at SDNCVB'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 SDNCVB's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Com pensat ion and Em plover's Lia b iI i tv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if SDNCVB has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to SDNCVB'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. SDNCVB will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 SDNCVB will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version #04.01.02 3 7 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, SDNCVB will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If SDNCVB fails to maintain any of these insurance coverages, then City will have the option to declare SDNCVB in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. SDNCVB is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from SDNCVB or deduct the amount paid from any sums due SDNCVB under this Agreement . 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE SDNCVB 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 SDNCVB will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. SDNCVB will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. SDNCVB 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 SDNCVB or its agents, employees, and subcontractors pursuant'to this Agreement -is the property of City. In the-event this Agreement is terminated, all work product produced by SDNCVB or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. SDNCVB will have the right to make one (I) copy of the work product for SDNCVB's records. 14. COPYRIGHTS SDNCVB agrees that all copyrights that arise from the services will be vested in City and SDNCVB relinquishes all claims to the copyrights in favor of City. 4 City Attorney Approved Version #04.01.02 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of SDNCVB under this Agreement. For City: For SDNCVB: Name Cynthia Haas Name Title Economic Development Manager Title Department Economic. Development Address City of Carlsbad Address 1635 Faraday Ave Phone No. Carlsbad, CA 92008 Phone No. 1760) 602-2732 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. CONFLICT OF INTEREST City will evaluate SDNCVB’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of SDNCVB or any of SDNCVB’s employees, agents, or subcontractors. Should it be determined that disclosure is required, SDNCVB or SDNCVB’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. SDNCVB, for SDNCVB and on behalf of SDNCVB’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. SDNCVB further warrants that neither SDNCVB, nor SDNCVB’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that SDNCVB will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS SDNCVB will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by SDNCVB, or in any way affect the performance of the Services by SDNCVB. SDNCVB will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of SDNCVB’s services with all applicable laws, ordinances and regulations. SDNCVB 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. 5 City Attorney Approved Version #04.01.02 18. DISCRIMINATION AND HARASSMENT PROHIBITED SDNCVB 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 SDNCVB or City 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager 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 City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the SDNCVB's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying SDNCVB by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to SDNCVB. Upon notification of termination, SDNCVB has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that SDNCVB has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City 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 City, SDNCVB will assemble the work product and put it in order for proper filing and closing and deliver it to City. SDNCVB will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES SDNCVB warrants that SDNCVB has not employed or retained any company or person, other than a bona fide employee working for SDNCVB, to solicit or secure this Agreement, and that SDNCVB 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, City will have the right to annul City Attorney Approved Version #04.01.02 6 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, SDNCVB agrees that any Agreement claim submitted to City 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. SDNCVB acknowledges that if a false claim is submitted to City, it may be considered fraud and SDNCVB may be subject to criminal prosecution. SDNCVB acknowledges that California Government Code sections 12650 et sea, 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. SDNCVB acknowledges that the filing of a false claim may subject SDNCVB to an administrative debarment proceeding as the result of which SDNCVB may be prevented to act as a SDNCVB on any public work or improvement for a period of up to five (5) years. SDNCVB acknowledges debarment by another jurisdiction is grounds for City 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 cou nty . 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and -. SDNCVB 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 SDNCVB without the prior consent of City, 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. City Attorney Approved Version #04.01.02 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of SDNCVB each represent and warrant that they have the legal power, right and actual authority to bind SDNCVB to the terms and conditions of this Agreement. A SDNCVB (print namehitie) ATTEST: I City Clerk / \lEb)lI.WOOb " / (print name/title) If required by City, 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. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the oftlcer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BAwity Attorney By: -Deputy City Attorney - City Attorney Approved Version #04.01.02 a la- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT personally appeared ersonally known to me flproved to me on the basis of satisfactory Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer 0 Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact Signer Is Representing: 0 1999 National Notary Association .9350 De Sot0 Ave., P.O. Box 2402. Chatswodh, CA 91313.2402. www.nationalno1aryorg Prod. NO. 5907 Reorder: CallTdl-Free 1-8004766827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California 0 proved to me on the basis of satisfactory evidence to be the personb whose nameb subscribed to the within acknowledged to me tha h /&&they executed the same in i ' uthorized capacity(*), and&&b&#ek signature@ on the instrument the personJdJ, or the entity upon behalf of which the person6 acted, executed the instrument. Though the information below is not required by law, it may prove valuable to persons dying on the document and could prevent fraudulent removal and reattachment of this form to another document. Title or Type of Document Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Guardian or Conservator Signer Is Representing: Q 1999 National Notary Association .9350 De Soto Ave., P.O. Box 2402 . Chatswolth, CA 91313-2402 . www nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-8006766827 tr k ~VTHENTIC. 'DIVERSE. CALIFORNIA. EXHIBIT "A" Chairman Tim knnell. CEO/Gcneral Manager Del Mu Fairgrounds Vice Chairman Robcn Rauch. Managing Director R.A. Rauch & Assochtes. Inc. Treasurer Robcn McClure, Director &n Dicgo Zoo's Wild Animal Park SCCEIvy Jam- S. hrley, Attorney At Law James S. hdey Law Offices DIRBCIUBS. Anim Bocker, Marketing Director Carisbad Company' Stom Paul Cordnim, Gcned Manager Son Dicgo Mmiott La Job John Daley. Owner 101 CSe. Occansidc Juliyl Dud, Executive Director Quail Botanical Gadem Stcvc Gold, Gcnenl Manager Hilton La JoUn Torrey Pines Mnq Go1dmm.V.P of Marketmg Hunh's Rincon Casino &Resort Juanita Hayes. CEO San Marcor Chamber of Commerce NigeUa Hillganh Ph.D. Eacutive Director Birch Aquarium at Scripps Enn Irrrel. PubIishcrlCEO North San Diego Caunty Manzinc John Jakobscn, Gencd Manager LEGOLAND California Kcvin Lap, Associate Publisher San Diego Magazine Lynn Le, Director of Sals PRA San Dicgo North Lun McDonald Public &in Manager San Diego Gas & Electric Ca Robm Moore, General Manager Hilton Gadcn Inn Carlsbad Beach Bob Pcckenpaugh. Resort Manager Rancho Bernardo Inn Nance Trevithick, Director of Sales Four %VON Resort Avian PaulVan Eldmn, Managing Broker Hmon Realty. A Corky McMillin Ca Carl Winston. Pmgnrn Director San Diego Sure University Ex 0PpIw0 Jonathan Jacobs, Maruging Partner Radiuon Suite Hotel Rancho BCIUI~O Rick Mansur SeniorVice President of Opentiom J.C. Rnom. Inc. President & CEO Cam Mamon City of Carlsbad Attn: Cynthia Haas, Economic Development Director 163 5 Faraday Avenue Carlsbad, CA 92008 760-602-2732 Carlsbad Sales Plan FY 2004-05 It is our request and recommendation that the City of Carlsbad continue its investment in a destination focused sales strategy for FY 2004-05 with the San Diego North CVB. The San Diego North CVB will again commit to a 50% match of hds and leverage its assets, resources and skills to maximize benefit to Carlsbad. A 2004-05 Sales plan with performance measures will be submitted to the City of Carlsbad. Oral and written sales reports will be given regularly to the City Council and City Staff. Group Market: Groups of more than 10 people San Diego North Convention and Visitors Bureau $100,000 Oversees group sales for all geographic markets I Total Citv of Carlsbad Investment $100,000 San Diego North CKB (Match) Total Value $ 50,000 $1 50,000 SAN DIECO NORTH CONVENTION t3 VISITORS BUREAU Executive Office: 360 N. Escondido Boulevard, Escondido. California 92025-2600 Located At California Center For The Arts. Escondido Voice: 760-745-4741 800-848-3336 Fax: 760-745-4796 Sales Office: 6120 Paseo Del Norte, Suite L-I. Carlsbad. California 92009-1118 W:WeportsBales\Carlsbad Sales Plan FY 2004-05.doc Voice: 760-603-1690 800-848-3336 Fax: 760-603-9570 w ww. sandiegonorth. corn Page -2- Group Sales Objective: Increase measurable visitor spending through the generation of group business leads for room night bookings and group events. Generate $1 million in total visitor spending to Carlsbad. Tactics include: e e e e e e e e e e e Phone solicitatiodprospecting Personal sales calls to targeted national and international businesses Buyer site inspections Meeting planner familiarization tours Tour planner familiarization tours Trade and travel show attendance Direct mail campaigns Product launches for wholesale and airline vacation companies Email solicitation and promotions Reservation center educationals Ecommerce development Group Market Definitions Corporate: Incentive: Reward-based travel programs Association: SMERF: Travel Industry: Single property meetings of 1 O+ people Membership-based organizations with multiple meetings Social, military, educational, religious and fraternal groups AAA, Amtrak, travel agencies, international and domestic tour and receptive operators, wholesalers, airline vacation companies, Internet travel sites Tournaments and competitions, etc. Government: Federal and State employees Sporting Events: W:Reports\Sales\Carlsbad Sales Plan FY 2004-OS.doc -_____ AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of March, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the San Diego North Convention and Visitor's Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of four (4) months, from March 1, 2006 through June 30, 2006; and B. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of four (4) months beginning March 1, 2006 through June 30, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitor's Bureau dated June 23, 2004 that is attached hereto as Exhibit 4 and incorporated by reference. Compensation will be made in four monthly installments of eight thousand three hundred thirty-three dollars and thirty-three cents ($8,333.33) each month. The first installment shall be payable in the first full week of March. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR *By: CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways Code (print name/title) (print name/title) Chairperson RRAUJJEJVI. WOOD Pro Tem Clerk of the Carlsbad Tourism Business Improvement District (e-mail address) If required by City, 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: RONA4=Q R. BALL, General Counsel oeneral Counsel City Attorney Approved Version #05.22.01 JURAT State of California County of Subscribed and sworn to (or affirmed) before me on this K}^ day of .20^ personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. . «1529000 z Notary Public • California g San Diego County My Comnt EKWS Nov. 22,2MB? (seal) AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR Promotion of Tourism and Visitor Services San Diego North Convention and Visitor's Bureau This Amendment No. 3 is entered into and effective as of the 1'' day of January 2006, extending the agreement dated June 23,2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and The San Diego North Convention and Visitor's Bureau, ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to extend the Agreement for an additional period of two (2) months; and B. The City continues to require the visitor and promotional services provided by San Diego North Convention and Visitor's Bureau. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: I. The Agreement is hereby extended for an additional period of two (2) months beginning January 1,2006 and ending on February 8,2006. 2. Compensation terms in the original agreement, Amendment No. 1, Amendment No. 2 and any subsequent agreements for all programs and services shall revised to read "Payment for services will be made in a lump sum installment of sixteen thousand, six-hundred and sixty seven dollars ($16,667) to cover the period January 1, 2006 through February 28, 2006." 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. ... ... ... ... ... 1 City Attorney Approved Version #05.22.01 address) //A (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attac,, a resolution certified by the secretary or assdant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONA R. BALL, City Attorney A By: - rqzqoh, BepatrCity Attorney 2 City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California personally appeared Name@) of Signer(s) wersonally known to me evjelence disfzctory to be the person@$ whose name&) isbe subscribed to the within instrument and acknowledged to me that %he/tkey executed the same in kisfher,44eir authorized capacity(k), and that by kislheWeir signaturewon the instrument the person@, or the entity upon behalf of which the person@) acted, executed the instrument. WITNFSS my hand and official seal. %nature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons re/ying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Documen Document Date: Lf-4-bA-so Number of Pages: Signer(s) Other Than Named Above: h' rV-& m-- %.-( Capacity(ies) C4aimed by Signer Signer's Name: hndividual .- 0 Corporate Officer - Title@): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Q 1999 National Notary Association 9350 De Soto Am., P.O. Box 2402 Chatsworih, CA 91313-2402 * w.NatiinalNotaryorg Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 STATE OF CALIFORNIA 1 J On n/o~. GL c>' before me, the rsigned, a Notary Public in and for said State, personally appeared \-,&a ch leu personally known to me (or proved to me on the basis of satisfactory evidence to be the person that executed the within instrument. (This area for official notarial seal) AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR Promotion of Tourism and Visitor Services San Diego North Convention and Visitor’s Bureau This Amendment No. 2 is entered into and effective as of the 1‘‘ day of September 2005, extending the agreement dated June 23, 2004 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, (“City”), and The San Diego North Convention and Visitor’s Bureau, (“Contractor”) (collectively, the ”Parties”). RECITALS A. The Parties desire to extend the Agreement for an additional period of two (2) months; and B. The City continues to require the visitor and promotional services provided by San Diego North Convention and Visitor’s Bureau. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement is hereby extended for an additional period of two (2) months beginning November 1, 2005 and ending on December 31,2005. 2. Compensation terms in the original agreement, Amendment No. 1 and any subsequent agreements for all programs and services shall revised to read ”Payment for services will be made in a lump sum installment of sixteen thousand, six-hundred and sixty seven dollars ($16,667) to cover the period Novemberl, 2005 through December 31, 2005.” 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. ... ... ... ... ... ... 1 City Attorney Approved Version #05.22.01 u (e-mail addrdss) n A,, n A Mq // I (Sign here) (L&%&L&W& LORRAINE M. WOOB City Clerk -- sp ;-*" '.? (print nameltitle) e/ (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a CorDoration, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, 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: RONALD R. BALL, City Attorney By: Uqmty City Attorney 7. I y . o&' REV. 08/18/2005 .. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California I (% . -5 before me,h-,i 4h personally appeared - Nameis) of Signer@) Wersonally known to me HY evidence to be the person(9 whose name@) isfare subscribed to the within instrument and acknowledged to me that Wheltkey executed the same in Wherltkeir authorized capacity(ies), and that by Wer/#+eir signature(8jon the instrument the person@), or the entity upon behalf of which the personm acted, executed the instrument. WITNESS my hand and official seal. fkkJ-us4 Signature' of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: 0 Individual 0 Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Trustee 0 Guardian or Conservator 0 Other: I Top of thumb here I Signer Is Representing: - 0 1999 National Notary Assouation * 9350 De Solo Ave, P.O. Box 2402 * Chatsworlh. CA 91313-2402 * www.NationalNota~.org Prod. NO 5907 Reorder' Call Toll-Free 1-800-876-6827 \3 STATE OF CAT.,IFORNIA 1 ) ss. ) COUNTY OF SUA '3 h0 ,a -r personally known to me (or proved to me on the basis of satisfactory evidence to be the person whose name($ idare subscribed to the within instrument and acknowledged to me that hdshdtht executed the same in hisherhheir authorized capacity(&), and that by hishedtheir signatureo on the instrument the person$, or the entity upon behaif of which t insfmment . (This area for official notarial seal) City of Carlsbad August 16,2005 Ms. Cami Mattson President and CEO San Diego North Convention & Visitors Bureau 360 North Escondido Blvd. Escondido, CA 92025 Dear Cami: On August 2,2005 the City Council approved a two-month extension in the agreement between the City of Carlsbad and your organization for the provision of a number of tourism related services. Since this agreement will expire on August 31,2005, and the next opportunity to bring the question of an additional extension before the City Council will be in the month of September, there is the possibility that there could be a lapse in funding for your organization. Therefore, I am suggesting that, under the contracting powers provided to the City Manager, we mutually agree to a short term extension of the existing agreement, using the same terms and conditions expressed in the extension approved by the City Council on August 2. The period covered by this extension would be September 1 through October 3 1,2005. During that period San Diego North would continue to provide all services described in the previous extension, and the City will continue to provide funding to San Diego North paid in a single lump sum payment of $16.667 at the beginning of September. If this proposal is acceptable to you, please sign and return a copy of this letter to my office. Thank you for your continued support of the tourism industry and the City of Carlsbad. Sincerely, Raymokd R. Patchett City Manager W/PP cc: Cynthia Haas Jim Elliott The Proposed contract extension terms are acceptable to the San Diego North Convention and Visitors Bureau: Signed: Date: 1200 Carlsbad Village Drive Carlsbad, CA 92008-1989 (760) 434-2821 FAX (760) 720-9461 @ AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR Promotion of Tourism and Visitor Services San Diego North Convention and Visitor’s Bureau This Amendment No. 1 is entered into and effective as of the 1’‘ day of July 2005, extending the agreement dated June 23, 2004 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, (“City”), and The San Diego North Convention and Visitor’s Bureau, (“Contractor”) (collectively, the “Parties”). RECITALS A. The Parties desire to extend the Agreement for a period of sixty-two (62) days; and B. The City continues to require the visitor and promotional services provided by San Diego North Convention and Visitor’s Bureau. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement is hereby extended for a period of sixty-two (62) days beginning July 1 , 2005 and ending on August 31, 2005. 2. Compensation terms in the original agreement for all programs and services shall be revised to read: “Payment for services will be made in one lump sum payment of sixteen thousand, six-hundred and sixty seven dollars ($1 6,667).” 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. ... ... ... ... ... ... ... ... ... ... ... ... ... ... 1 City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. \ \cw e Lvw,ore. corn -(e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vi ce-P resid e n t **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney n City Attorney Approved Version #05.22.01 2 I1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California } ss. County of GW 7 1- I Name and Titleff Officer (e g , "Jane Dbe, Notary Public") On JoL!-Y WDb-, before me, Date Narne(s) of Signer(s) personally appeared per/( I 0 personally known to me mved to me on the basis of satisfactory evidence BERNADETTE G. TAGLE Commission # 1373521 Notary Public - California f San Diego County My Comrn. Expires Sep 8,20061 to be the person('$ whose name(p3- is/= subscribed to the within instrument and acknowledged to me that kelshelthy executed the same in h/her/tketr authorized capacityw), and that by hslherlthw signature(!# on the instrument the person(#, or the entity upon behalf of which the person(% acted, executed the instrument. Place Notary Seal Above Though the information below IS not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document TitleorTypeof Document: -ma%f@T Zrn ?*> Document Date: NOT ym Number of Pages: Wkw-iwq- p3p- Ippc-wi?~~ ocf -7-0 fl Ilh - - 'L Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: TW. e(iaJ'-77 E& Individual Corporate Officer - Title(s): b Partner - 0 Limited 0 General 0 Attorney in Fact 0 Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: Top of thumb here 0 1999 National Notary Association * 9350 De Soto Ave., P.0. Box 2402 - Chaiswotih, CA 91313-2402 * w.naiionalnoiary.oQ Prod No. 5907 Reorder: Call Toll-Free 1-800-878-6827 STATE OF CALIFORNIA ) ) ss. COUNTYOF s&/ n~ 1 On I A(, 2666- , before me, Notary Public/n and for said State, personally appea personally known to me (or proved to me on the basis of satisfactory evidence to be the person(s) whose name@) idare subscribed to the within instrument and acknowledged to me that hdshdthey executed the same in hishedtheir authorized capacity(ies), and that by hisherhheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the insfrument . (This area for official notarial seal) AGREEMENT FOR PROMOTION OF TOURISM AND GROUP SALES SAN DIEGO NORTH CONVENTION AND VISITOR'S BUREAU THIS AGREEMENT is made and entered into as of the 23" day of Jove , 2004, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and The San Diego North Convention and Visitor's Bureau, a non- profit corporation, hereinafter referred to as "S DN CVB" . RECITALS A. B. C. D. City requires the professional services of a contractor that is experienced SDNCVB has the necessary experience in providing professional services Selection of SDNCVB is expected to achieve the desired results in an SDNCVB has submitted a proposal to City and has affirmed its willingness in tourism and visitor promotion programs and services. and advice related to the promotion of tourism in Carlsbad. expedited fashion. and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and SDNCVB agree as follows: 1. SCOPE OF WORK City retains SDNCVB to perform, and SDNCVB 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, SDNCVB will exercise the reasonable professional care and skill customarily exercised by reputable members of SDNCVB'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 one (1) year from July 1, 2004 through June30,2005. 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be One Hundred Thousand dollars ($100,000) to be made in quarterly payments: July 1, 2004, October 1, 2004, January 1, 2005 and April 1, 2005. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 1 City Attorney Approved Version #04.01.02 6. STATUS OF CONTRACTOR SDNCVB will perform the Services in SDNCVB's own way as an independent contractor and in pursuit of SDNCVB's independent calling, and not as an employee of City. SDNCVB will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by SDNCVB to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to SDNCVB pursuant to the Agreement will be the full and complete compensation to which SDNCVB is entitled. City will not make any federal or state tax withholdings on behalf of SDNCVB or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of SDNCVB or its employees or subcontractors. SDNCVB agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of SDNCVB or any agent, employee, or subcontractor of SDNCVB for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to SDNCVB. 7. SUBCONTRACTING SDNCVB will not subcontract any portion of the Services without prior written approval of City. If SDNCVB subcontracts any of the Services, SDNCVB will be fully responsible to City for the acts and omissions of SDNCVB's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as SDNCVB is for the acts and omissions of persons directly employed by SDNCVB. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of SDNCVB and City. SDNCVB will be responsible for payment of subcontractors. SDNCVB will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to SDNCVB's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION SDNCVB agrees to indemnify and hold harmless the City 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 in whole or in part by any willful misconduct or negligent act or omission of the SDNCVB, 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 City incurs or makes to or on behalf of an injured employee under the City'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. City Attorney Approved Version #04.01.02 2 IO. INSURANCE SDNCVB 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 SDNCVB or SDNCVB'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-:VI'. 10.1 Coverages and Limits. SDNCVB will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on SDNCVB's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by SDNCVB pursuant to this Agreement are adequate to protect SDNCVB. If SDNCVB believes that any required insurance coverage is inadequate, SDNCVB will obtain such additional insurance coverage, as SDNCVB deems adequate, at SDNCVB'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 SDNCVB's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Com pensat ion and Em plover's Lia b iI i tv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if SDNCVB has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to SDNCVB'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. SDNCVB will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 SDNCVB will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version #04.01.02 3 7 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, SDNCVB will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If SDNCVB fails to maintain any of these insurance coverages, then City will have the option to declare SDNCVB in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. SDNCVB is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from SDNCVB or deduct the amount paid from any sums due SDNCVB under this Agreement . 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE SDNCVB 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 SDNCVB will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. SDNCVB will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. SDNCVB 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 SDNCVB or its agents, employees, and subcontractors pursuant'to this Agreement -is the property of City. In the-event this Agreement is terminated, all work product produced by SDNCVB or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. SDNCVB will have the right to make one (I) copy of the work product for SDNCVB's records. 14. COPYRIGHTS SDNCVB agrees that all copyrights that arise from the services will be vested in City and SDNCVB relinquishes all claims to the copyrights in favor of City. 4 City Attorney Approved Version #04.01.02 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of SDNCVB under this Agreement. For City: For SDNCVB: Name Cynthia Haas Name Title Economic Development Manager Title Department Economic. Development Address City of Carlsbad Address 1635 Faraday Ave Phone No. Carlsbad, CA 92008 Phone No. 1760) 602-2732 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. CONFLICT OF INTEREST City will evaluate SDNCVB’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of SDNCVB or any of SDNCVB’s employees, agents, or subcontractors. Should it be determined that disclosure is required, SDNCVB or SDNCVB’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. SDNCVB, for SDNCVB and on behalf of SDNCVB’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. SDNCVB further warrants that neither SDNCVB, nor SDNCVB’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that SDNCVB will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS SDNCVB will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by SDNCVB, or in any way affect the performance of the Services by SDNCVB. SDNCVB will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of SDNCVB’s services with all applicable laws, ordinances and regulations. SDNCVB 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. 5 City Attorney Approved Version #04.01.02 18. DISCRIMINATION AND HARASSMENT PROHIBITED SDNCVB 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 SDNCVB or City 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager 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 City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the SDNCVB's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying SDNCVB by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to SDNCVB. Upon notification of termination, SDNCVB has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that SDNCVB has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City 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 City, SDNCVB will assemble the work product and put it in order for proper filing and closing and deliver it to City. SDNCVB will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES SDNCVB warrants that SDNCVB has not employed or retained any company or person, other than a bona fide employee working for SDNCVB, to solicit or secure this Agreement, and that SDNCVB 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, City will have the right to annul City Attorney Approved Version #04.01.02 6 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, SDNCVB agrees that any Agreement claim submitted to City 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. SDNCVB acknowledges that if a false claim is submitted to City, it may be considered fraud and SDNCVB may be subject to criminal prosecution. SDNCVB acknowledges that California Government Code sections 12650 et sea, 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 City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. SDNCVB acknowledges that the filing of a false claim may subject SDNCVB to an administrative debarment proceeding as the result of which SDNCVB may be prevented to act as a SDNCVB on any public work or improvement for a period of up to five (5) years. SDNCVB acknowledges debarment by another jurisdiction is grounds for City 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 cou nty . 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and -. SDNCVB 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 SDNCVB without the prior consent of City, 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. City Attorney Approved Version #04.01.02 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of SDNCVB each represent and warrant that they have the legal power, right and actual authority to bind SDNCVB to the terms and conditions of this Agreement. A SDNCVB (print namehitie) ATTEST: I City Clerk / \lEb)lI.WOOb " / (print name/title) If required by City, 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. Chairman, President, or Vice-president **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the oftlcer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BAwity Attorney By: -Deputy City Attorney - City Attorney Approved Version #04.01.02 a la- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT personally appeared ersonally known to me flproved to me on the basis of satisfactory Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer 0 Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact Signer Is Representing: 0 1999 National Notary Association .9350 De Sot0 Ave., P.O. Box 2402. Chatswodh, CA 91313.2402. www.nationalno1aryorg Prod. NO. 5907 Reorder: CallTdl-Free 1-8004766827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California 0 proved to me on the basis of satisfactory evidence to be the personb whose nameb subscribed to the within acknowledged to me tha h /&&they executed the same in i ' uthorized capacity(*), and&&b&#ek signature@ on the instrument the personJdJ, or the entity upon behalf of which the person6 acted, executed the instrument. Though the information below is not required by law, it may prove valuable to persons dying on the document and could prevent fraudulent removal and reattachment of this form to another document. Title or Type of Document Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Corporate Officer - Title(s): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Guardian or Conservator Signer Is Representing: Q 1999 National Notary Association .9350 De Soto Ave., P.O. Box 2402 . Chatswolth, CA 91313-2402 . www nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-8006766827 tr k ~VTHENTIC. 'DIVERSE. CALIFORNIA. EXHIBIT "A" Chairman Tim knnell. CEO/Gcneral Manager Del Mu Fairgrounds Vice Chairman Robcn Rauch. Managing Director R.A. Rauch & Assochtes. Inc. Treasurer Robcn McClure, Director &n Dicgo Zoo's Wild Animal Park SCCEIvy Jam- S. hrley, Attorney At Law James S. hdey Law Offices DIRBCIUBS. Anim Bocker, Marketing Director Carisbad Company' Stom Paul Cordnim, Gcned Manager Son Dicgo Mmiott La Job John Daley. Owner 101 CSe. Occansidc Juliyl Dud, Executive Director Quail Botanical Gadem Stcvc Gold, Gcnenl Manager Hilton La JoUn Torrey Pines Mnq Go1dmm.V.P of Marketmg Hunh's Rincon Casino &Resort Juanita Hayes. CEO San Marcor Chamber of Commerce NigeUa Hillganh Ph.D. Eacutive Director Birch Aquarium at Scripps Enn Irrrel. PubIishcrlCEO North San Diego Caunty Manzinc John Jakobscn, Gencd Manager LEGOLAND California Kcvin Lap, Associate Publisher San Diego Magazine Lynn Le, Director of Sals PRA San Dicgo North Lun McDonald Public &in Manager San Diego Gas & Electric Ca Robm Moore, General Manager Hilton Gadcn Inn Carlsbad Beach Bob Pcckenpaugh. Resort Manager Rancho Bernardo Inn Nance Trevithick, Director of Sales Four %VON Resort Avian PaulVan Eldmn, Managing Broker Hmon Realty. A Corky McMillin Ca Carl Winston. Pmgnrn Director San Diego Sure University Ex 0PpIw0 Jonathan Jacobs, Maruging Partner Radiuon Suite Hotel Rancho BCIUI~O Rick Mansur SeniorVice President of Opentiom J.C. Rnom. Inc. President & CEO Cam Mamon City of Carlsbad Attn: Cynthia Haas, Economic Development Director 163 5 Faraday Avenue Carlsbad, CA 92008 760-602-2732 Carlsbad Sales Plan FY 2004-05 It is our request and recommendation that the City of Carlsbad continue its investment in a destination focused sales strategy for FY 2004-05 with the San Diego North CVB. The San Diego North CVB will again commit to a 50% match of hds and leverage its assets, resources and skills to maximize benefit to Carlsbad. A 2004-05 Sales plan with performance measures will be submitted to the City of Carlsbad. Oral and written sales reports will be given regularly to the City Council and City Staff. Group Market: Groups of more than 10 people San Diego North Convention and Visitors Bureau $100,000 Oversees group sales for all geographic markets I Total Citv of Carlsbad Investment $100,000 San Diego North CKB (Match) Total Value $ 50,000 $1 50,000 SAN DIECO NORTH CONVENTION t3 VISITORS BUREAU Executive Office: 360 N. Escondido Boulevard, Escondido. California 92025-2600 Located At California Center For The Arts. Escondido Voice: 760-745-4741 800-848-3336 Fax: 760-745-4796 Sales Office: 6120 Paseo Del Norte, Suite L-I. Carlsbad. California 92009-1118 W:WeportsBales\Carlsbad Sales Plan FY 2004-05.doc Voice: 760-603-1690 800-848-3336 Fax: 760-603-9570 w ww. sandiegonorth. corn Page -2- Group Sales Objective: Increase measurable visitor spending through the generation of group business leads for room night bookings and group events. Generate $1 million in total visitor spending to Carlsbad. Tactics include: e e e e e e e e e e e Phone solicitatiodprospecting Personal sales calls to targeted national and international businesses Buyer site inspections Meeting planner familiarization tours Tour planner familiarization tours Trade and travel show attendance Direct mail campaigns Product launches for wholesale and airline vacation companies Email solicitation and promotions Reservation center educationals Ecommerce development Group Market Definitions Corporate: Incentive: Reward-based travel programs Association: SMERF: Travel Industry: Single property meetings of 1 O+ people Membership-based organizations with multiple meetings Social, military, educational, religious and fraternal groups AAA, Amtrak, travel agencies, international and domestic tour and receptive operators, wholesalers, airline vacation companies, Internet travel sites Tournaments and competitions, etc. Government: Federal and State employees Sporting Events: W:Reports\Sales\Carlsbad Sales Plan FY 2004-OS.doc -_____