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HomeMy WebLinkAbout1989-11-07; City Council; 10348; Funding of Carlsbad Convention & Visitor Bureau\B# jo! 3q 6 rllTG. IEPT. 11/7/89 FIN RECOMMENDED ACTION: TITLE: FUNDING OF THE CARLSBAD CONVENTION AND VISITORS BUREAU Adopt Resolution No. 8‘1-293 authorizing the Mayor to execute an agreement with the Carlsbad Chamber of Commerce. ITEM EXPLANATION: On September 26, 1989, City Council considered the Subcommittee Report on the Carlsbad Convention and Visitors Bureau. At that meeting, the City Council div.ected staff to return with documents establishing an agreement between the City and the Chamber of Commerce to fund the CCVB operation through September 30, 1990. The terms of the agreement were to include a total obligation on the City’s part of $200,000. The City has already expended $25,000 in funding the CCVB from July 1, 1989 through September 30, 1989. This leaves a balance of $175,000 to be made available to the CCVB. The Council further indicated that of the amount to be made available, $30,000 would be retained by the City to be released as the CCVB raises matching funds on a dollar for dollar basis. The attached resolution and agreement carries out the desires of the Council outlined above. The City of Carlsbad will provide a total of $200,000 to the CCVB for the period July 1, 1989 through September 30, 1990. This amount will be distributed between administrative and operating costs of $114,700 and programs including advertising, travel shows, and other related expenses of $85,300. The City has already advanced $25,077 for administrative costs for July, August and September, 1989 leaving $89,623 available for administrative support costs for the twelve month period October 1, 1989 through September 30, 1990. The City will pay the CCVB a monthly installment of $7,468.58 through September, 1990 for administrative costs. The City will make a total of $85,300 available to the CCVB through September, 1990 to fund programs related to advertising. These funds will be released in two portions. The first portion of $55,300 will be released as needed to fund programs. The remaining $30,000 may be released to the CCVB on a dollar for dollar basis as matching funds in the form of cash are received. The CCVB will provide quarterly reports to the City Council which will include information on operations such as promotion of local events, ads placed, costs of operations and donations received to date. The Council a1 so has establ i shed budgetary controls on the CCVB expenditures for program operations requiring that transfers between accounts of more than $2,500 will require prior Council approval. FISCAL IMPACT: The operating budget for 1989-90 includes $200,000 for funding community promotion activities. Of this amount, the City has expended $25,000 in funding CCVB operations through September, 1989. The remaining $175,000 is currently unencumbered and available to the Council for this purpose. No additional appropriation of funds will be necessary. -- Page Two of Agenda Bill No. /0!’3qb EXHIBITS : 1. Resolution No. 8q-393 authorizing the Mayor to execute an agreement between the City of Carlsbad and the Carlsbad Chamber of Commerce. 2. Agreement, Exhibit A, between the City of Carlsbad and the Carlsbad Chamber of Commerce to promote tourism and provide services to visitors to the City of Carlsbad. I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 89-393 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH THE CARLSBAD CHAMBER OF COMMERCE TO PROVIDE PROFESSIONAL SERVICES RELATED TO THE PROMOTION OF THE CITY OF CARLSBAD WHEREAS, the City Council of the City of Carlsbad has determined hat it is in the best interest of the City to promote tourism and provide wices to visitors to the City; and WHEREAS, the City Council has further determined that the arlsbad Chamber of Commerce and its subdivision, the Carlsbad Convention nd Visitors Bureau, possess the necessary skills to provide these ervices to the City of Carlsbad; and WHEREAS, the Carlsbad Chamber of Commerce has agreed to rovide these services under the terms and conditions of the agreement ttached hereto. NOW, THEREFORE BE IT RESOLVED by the City Council of the City of arlsbad, California as follows: 1. That the above recitations are true and correct. I/ // I/ I/ // I/ // I/ // // 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 11 1E 19 2c 21 22 22 24 25 26 27 2E _- 2. That the Mayor is hereby authorized to execute the attached agreement, Exhibit A, between the City of Carlsbad and the Carlsbad Chamber of Commerce to provide professional services related to the promotion of the City of Carlsbad. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 7th d aY of November , 1989, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and Larson ATTEST : (SEAL) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CARLSBAD CHAMBER OF COMMERCE TO PROVIDE PROFESSIONAL SERVICES RELATED TO THE PROMOTION OF THE CITY OF CARLSBAD THIS AGREEMENT, made and entered into as of the day of , 1989, and effective from July 1, 1989 to September 30, 1990, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City," and the CARLSBAD CHAMBER OF COMMERCE, hereinafter referred to as "Chamber1'. RECITALS City requires the services necessary for the promotion of the City of Carl sbad; and The Chamber possess the necessary skills and qualifications to provide the services required by the City. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Chamber agree as follows: (1) EMPLOYMENT OF SERVICES The City agrees to engage and the Chamber agrees to perform the services described below: A. Establish, identify, research and develop a strong Identification Program for the City of Carlsbad and the Carlsbad Convention and Visitors Bureau; B. Position Carlsbad as a prime destination in Southern California through an integrated media and promotional campaign; C. Generate awareness of Carlsbad in those geographic regions of the United States which provide the largest number of visitors to "Southern Cal ifornia each year; 0. Increase the awareness of Carlsbad among the members of the travel industry including travel agents, corporate travel agents and tour planners; E. Increase the awareness and interest in Carlsbad among visitors to the San Diego and Los Angeles areas; and F. G. H. I. J. Establish a strong pub1 ic relations campaign designed to provide heightened visibility by providing information on Carlsbad in local, regional and national publications and media. Operate the Visitor Information Center in the AT&SF Depot seven days per week except New Year's Day, Easter, Thanksgiving and Christmas Day to assist visitors to Carlsbad. Create a division of the Chamber to perform the above functions to be known as the Carlsbad Convention and Visitor's Bureau (CCVB) . Provide separate accounting for all transactions related to the operation of the CCVB. Develop private funding for advertising co-op programs, central reservations fees and other participatory fees to support a full- time, aggressive tourism marketing program. (2) COMPENSATION For the services described above the City will compensate the Chamber in an amount not to exceed $200,000 to be paid as described below: A. The total budget for the Chamber shall be $240,000 as shown in the Exhibit A. The City will compensate the Chamber up to $200,000 as described bel ow: Administrative and Operation Costs $1 14,700.00 Programs 85,300.00 Total City Contribution $200,000.00 B. Payments for administrative and operation costs shall be made to the Chamber in equal monthly installments by the 15th of each month computed as follows: Budget for Admini strat ive Operati on Costs Less Advanced Funds (July, August, & September, 1989) ( 25,077.00) $1 14,700.00 Funds available for remaining 12 Months $ 89,623.00 Monthly Installment through 9/30/90 $ 7,468.58 C. Payments for programs shall be released to the Chamber as needed up to a maximum of $55,300. The remaining $30,000 may be released to the Chamber on a dollar for dollar basis as matching funds, in the form of cash, are received by the Chamber. Payment for the program expenses may be released at any time up to the amount then available upon receipt by City of an invoice or proof of use of funds for program purposes. 2 I_ (3) TERMINATION OF AGREEMENT FOR CAUSE If, through any cause, the Chamber shall fail to fulfill in timely and proper manner its obligation under this Agreement, the City shall thereupon have the right to terminate this Agreement by giving written notice to the Chamber of such termination and specifying the effective data thereof, at least thirty (30) days before the effective date of such termination. INFORMATION AND REPORTS The Chamber shall provide the City Council with quarterly reports of the activity of the Chamber and CCVB funded under this Agreement. These reports shall be made available for the three month periods ended December, March, June and September each year. BUDGET REQUESTS The Chamber shall submit a budget request in the form required by the City Finance Director by April 30 each year. BUDGET ADOPTION AND CONTROL ' The budget for the Chamber for the year ended 9/30/90 shall be as shown in Exhibit A attached hereto. The Chamber shall spend funds in accordance with this plan and shall report as required in Section 4 of this Agreement using the categories of expense shown in said budget. Transfers may be made from accounts to account in a cumulative amount of up to $2,500 without prior approval from the City Council. Transfers in excess of this amount shall be submitted to the Council for approval. RECORDS AND INSPECTION The Chamber shall maintain full and accurate records with respect to all matters covered under this Agreement. The City shall have free access at all proper times to such records, and the right to examine and 3 (9) audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities. (8) ACCOMPLISHMENT OF PROJECT The Chamber shall commence, carry on, and complete the project with all practicable dispatch, in a sound, economical, and efficient manner in accordance with the provisions thereof and all applicable laws. MATTERS TO BE DISREGARDED The titles of the several sections, subsections, and paragraphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. (10) COMPLETENESS OF CONTRACT Thi s Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. CITY NOT OBLIGATED TO THIRD PARTIES The City shall not be obligated or liable hereunder to any party other than the Chamber. WHEN RIGHTS AND REMEDIES NOT WAIVED In no event shall the making by the City of any payment to the Chamber constitute or be construed as a waiver by the City of any breach of covenant, or any default which may then exist, on the part of the Chamber, and the making of any such payment by the City while any such breach or default shall exist in no way impair or prejudice any right or remedy available to the City in respect to such breach or default. (11) (12) 4 (13) PERSONNEL The Chamber represents th3t it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by the Chamber or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. (14) NOTICES Any notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties in the United States mail, postage paid, to the eddress noted below: City cf Carlsbad Attention: Finance Director Vi si tors Bureau 1200 Elm Avenue Attention: Steve Link Carlsbad, CA 92008 5411 Avenida Encinas Carl sbad Chaniber of Cominerce Suite 100 Carlsbad, CA 92008 (15) NONDISCRIMINATION CLAUSE The Chamber shall comply with applicable State and Federal laws regarding nondiscrimination. (16) OWNERSHIP OF DOCUMENTS All plans, $tudies, sketches, drawings, reports and other work products as herein required are the property of the City, whether the work for which they are mads be expected or not. In the event this contract is terniinatd, all documents, plans, speci Fications, drawinqs, reports and studies shall be delivered forthwith to the City. Chamber shall have the right to make one copy of the plans for its records. (17) TERMINATION OF CONTRACT In the event of the Chamber’s failure to prosecute, deliver or perform the work as provided for in this agreement, the City may terminate this Agreement for nonperformance by notifying the Chamber by certified mail of the termination nf the Agreement. The Chamber, thereupon, has thirty 5 (30) working days to deliver all documents owned by the City and all work in progress as described in Section 16 to the City Finance Director. The City Finance Director shall make a determination of fact based upon the documents delivered to City of the work which the Chamber has performed that is usable and of worth to the City in having the Agreement completed. Based upon that funding as reported to the City Council, the Council shall determine the final payment of the Agreement. (18) DISPUTES If a dispute should arise regarding the performance of work under this Agreement, the following procedure shall be used to resolve any questions of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Agreement, shall be reduced to writing by the principal of the Chamber or the City Finance Director. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The City Finance Director or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (10) calendar days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. 6 (19) SUSPENSION OR TERMINATION OF SERVICES This Agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspensions or termination, upon request of the City, the Chamber shall assemble the work product and put same in order to proper filing and closing and deliver said product to City. In the event of termination, the Chambers shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the portions of tasks completed and the compensation to be made. Compensation is to be made in compliance with the Code of Federal Regulations. (20) STATUS OF THE CHAMBER The Chamber shall perform the services provided for herein in Chamber’s own way as an independent contractor and in pursuit of Chamber’s independent calling, and not as an employee of the City. Chamber shall be under control of the City‘only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City as provided for in the request for proposal. The Chamber is an independent contractor of the City. The payment made to the Chamber pursuant to this Agreement shall be the full and complete compensation to which the Chamber is entitled pursuant this Agreement. The City shall not make any federal or state tax withholdings on behalf of the Chamber. The City shall not be required to pay any workers‘ compensation insurance on behalf of the Chamber. The Chamber agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, workers‘ compensation payment which the City may be required to make on behalf of Chamber payment which the City may be 7 required to make on behalf of Chamber or any employee of Chamber for work done under this Agreement. The Chamber shall be aware of the requirements of the Immigration Reform and Control Act of 1985 (8 USC Sec. 1101 - 1525) and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, sub-contractors and Chambers that are included in this Agreement. (21) ASSIGNMENT OF AGREEMENT The Chamber or CCVB shall not assign this Agreement or any part of it or any money due under it without the prior written consent of the City. (22) PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the City to negotiate, make, accept or approve or take part in negotiating, making, accepting or approving of any contract or subcontract in connection with the execution of this Agreement shall become directly or indirectly interested personally in this Agreement or any part thereof. No officer or employee of the City who is authorized in such a capacity on behalf of the City to exercise any executive, supervisory or other similar functions in connection with the performance of this Agreement shall become directly or indirectly interested personally in this Agreement or any part thereof. (23) ENTIRE AGREEMENT This Agreement is the entire Agreement between the parties and supersedes all prior oral or written memoranda, understands .or agreement or conversation with any officer, agent or employee of the City either before, during or after the execution of this Agreement shall affect or modify any of the terms or obligations contained in this Agreement, nor shall such additional payment whatsoever under the terms of this a Agreement. No amendments or alterations to this Agreement shall be effective unless evidenced by writing and executed by all parties to this Agreement. IN WITNESS WHEREOF, the City and the Chamber have executed this Agreement as of the date first written above. City of Carlsbad By: Claude A. Lewis, Mayor ATTEST: Carlsbad Chamber of Commerce By: Title 9 EXHIBIT A CARLSBAD CHAHBER OF COMMERCE CARLSBAD CONVENTION AND VISITORS BUREAU BUDGET FOR PERIOD 7/1/89 TO 9/30/90 Total Cit,y Budqeh Pawcnt Ma?+’ irw</’bwsDal,er Ads Ad~ccrtistmcnts will Lw? placed in magazines and ncwspapers that reach our target market. These include: HoLwlatd, VestMdys. Golden State, L.A. Magazine, California Travel Guide. Travel & Leisure. San Diegan. L.A. Times. Phoenix Gazette, Arizona Republic and Orange County Register. -- Trade Shwr aid Blitzes Nov. 16. 1989 Convis Annual Travel Show NOV. 24 - 26 San Diego Convention Center Grand Opening Fcb. 3 - 4, 1990 Orange Ccunty Register Travel Show Mar. 2 - 3 ASTA Travel Show - Tuscon. Arizona Mar. 17 - 18 L.A. Travel Show Ear. 21 - 25 Orange County Travel Show I Jan. 8 - 12. 1990 Slitzing San Jose Area Fcb. 26 - Mar. 1 Blitzing Phoenix. Scottsdale Area Fam trips for travel agents and Lrilvel writers. There is a faw trip for 35 travel agents who will visit us on Oct. 26 - 29. 1989. This is a cooperative venture with Oceanside. Escondido and Amtrak. Threc travel agent fan trips to Carlsbad are plailned in cooperatian with Pan Am Camuter Airlines. Pr inl/Repr in1 Brochures , Advertising Specialty ltm Prnnotional rirnd for Lncal Cmnity rvents. Tola 1 I’rocrams Arliiinistrat ive and Operations Expenses’ TO TAL $ 63.000 12.000 17,000 2, DO0 9,135 $1 02, c.75 1 R5.300 $17,335 137.365 114.7nO 22.665 J240.000 p&oon $Jo.o, Administrative and Operations Expenses shall include $4.500 for annual audit expenses and property taxes due. on the ATISF kpot property. The Chamber will pranptly pay all invoices related to these expenses whn 10