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HomeMy WebLinkAbout2006-04-11; Carlsbad Tourism Business Improvement District; Resolution 2006-4EXHIBIT 1 1 RESOLUTION NO. 2006-4 2 A RESOLUTION OF THE CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT (CTBID) BOARD OF DIRECTORS APPROVING THE FORM OF, AND AUTHORIZING THE 4 DISTRIBUTION OF, A REQUEST FOR QUALIFICATIONS/ PROPOSAL FOR TOURISM PROMOTION AND MARKETING 5 SERVICES 6 WHEREAS, the Carlsbad Tourism Business Improvement District (CTBID) was 7 formed by the City Council of the City of Carlsbad, California on November 15, 2005; and 8 WHEREAS, the CTBID Board of Directors has all of the powers, duties and 9 responsibilities provided to it under the Parking and Business Improvement Area Law of 1989, 10 Section 36500 et seq. of the Streets and Highway Code, and Chapter 3.37 of the Carlsbad 11 Municipal Code; and 12 WHEREAS, the powers of the CTBID Board of Directors include the ability to contract 13 for services directly related to tourism promotion and marketing of the City of Carlsbad as a 14 travel destination; and 15 WHEREAS, the CTBID Board of Directors intends to undertake a marketing program 16 designed to increase tourism activities within the City of Carlsbad; and 17 WHEREAS, the CTBID Board of Directors further intends to contract for services 18 related to the provision of staff support to the CTBID Board of Directors in the execution of their 19 duties; and 20 WHEREAS, the CTBID Board of Directors intends to distribute a Request for Proposal 21 (RFP) seeking responses from parties able to provide tourism support and marketing services, 22 and staff support to the CTBID Board of Directors; and 23 WHEREAS, the CTBID Board of Directors has reviewed the proposed RFP, and has 24 heard public testimony with regard to the form and content of the RFP; and 25 WHEREAS, the CTBID Board of Directors finds that the form and content of the RFP 26 properly reflects the intent of the Board; 27 28 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 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad Tourism Business Improvement District, as follows: 1. That the above recitations are true and correct. 2. That the form of the attached RFP (Exhibit 2) is hereby approved by the Board of Directors. 3. That the City staff is directed to distribute the RFP on or before April 14, 2006. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors of the Carlsbad Tourism Business Improvement District on the Ij. day of TTTPn I 2006, by the following vote to wit: AYES: k NOES: O ABSENT: APRIL'SHUTE Chairperson ATTEST: Pro Tern Clerk oftKe Carlsbad Tourism Business Improvement District -2- EXHIBIT 2 April 11, 2006 REQUEST FOR QUALIFCATIONS/PROPOSALS - TOURISM PROMOTION AND MARKETING SERVICES The Carlsbad Tourism Business Improvement District (CTBID) Advisory Board is requesting Statement of Qualifications & Proposals from your firm to provide tourism promotion and marketing services to Carlsbad. The scope of work and details associated with the tourism promotion and marketing services are contained in the attached Request for Qualifications/Proposals. Please adhere to all procedures and requirements when submitting your qualifications. One signed original and two (2) copies of the Request for Qualifications/Proposals must be returned to the City of Carlsbad Administrative Services Department no later than May 12, 2006, addressed to: CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT C/O JIM ELLIOTT ADMINISTRATIVE SERVICES DIRECTOR CITY OF CARLSBAD 1635 FARADAY AVENUE CARLSBAD, CA 92008 Statements of Qualifications/Proposals received after the specified time will not be considered and will be returned to the contractor. If you have any questions regarding the Request for Qualifications/Proposals, please contact Jim Elliott at 760-602-2409. Thank you for your interest and we look forward to reviewing your Request for Qualifications. Sincerely, JIM ELLIOTT Administrative Services Director Attachments: Request for Qualifications/Proposals Sample Agreement CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT REQUEST FOR QUALIFICATIONS/PROPOSALS TOURISM PROMOTION AND MARKETING SERVICES The Carlsbad Tourism Business Improvement District (CTBID) Advisory Board is welcoming Statement of Qualifications/Proposals from tourism promotion organizations for tourism promotion and marketing services. PART I - BACKGROUND AND GENERAL INFORMATION A. CITY OVERVIEW The City of Carlsbad is a unique coastal community located 30 miles north of San Diego on seven miles of beachfront, surrounded by mountains, lagoons, and the Pacific Ocean. The City encompasses approximately 42 square miles and has a population over 90,000. Industries in the area include a major regional shopping center, 21 auto dealers, 35 hotels offering 3,500 rooms for tourist lodging, high technology, multimedia and biomedical businesses, electronics, golf apparel and equipment manufacturers, and several business and light industry parks. Carlsbad's great beaches, local attractions, world class resorts, shopping and restaurants set the standard for being a complete vacation destination. B. INTRODUCTION In November 2005, the City Council approved the formation of the Carlsbad Tourism Business Improvement District (CTBID). This district assesses a flat fee of $1.00 per occupied room night for all transient occupancies and proposes to use the revenue to promote tourism development activities. The levy is imposed on all existing hotel businesses as well as any future hotel developments and is collected monthly based on the revenues generated the previous month. The CTBID Advisory Board advises the City Council on district issues and recommends how to distribute the money collected through the $1 fee. C. NUMBER OF PROPOSALS One signed original and two (2) copies of the proposal are to be sealed in one package and clearly labeled, "RFP for Tourism Promotion and Marketing Services." The legal name, address, contractor contact person, and telephone number shall also be clearly annotated on the outside of the package. D. RETENTION OF PROPOSALS All proposals submitted become the property of the CTBID and therefore will be in the public domain. The CTBID will maintain one copy of each proposal submitted for a period of three years. E. PERMITS AND LICENSES The contractor shall be responsible for obtaining any necessary permits and licenses and shall comply with all local codes and ordinances without additional cost to the CTBID. F. SUB-CONTRACTOR Provide a description of any sub-contractors who are included on the project team, their role on the project, and qualifications to provide the requested services. The contractor shall be fully responsible to the CTBID for the acts and omissions of the sub- contractor and their employees, as for acts and omissions of persons employed by contractor. G. PERFORMANCE REVIEW The CTBID may review, at any time, the services provided and reports submitted, to verify that the monitoring program is, in fact, being properly and adequately performed. Any lack of or deficiencies in the performance of the services shall be submitted to the contractor in writing for correction. For problems or deficiencies of significant importance or of a continual nature, a time period of compliance shall be established after discussion and mutual agreement. Failure of the contractor to correct the deficiencies within the time period agreed upon, shall constitute cause for termination of the services and/or withholding of payment. H. SELECTION CRITERIA The responses will be individually reviewed and ranked based on the criteria specified below. All written Statements of Qualifications/Proposals will be reviewed and evaluated, per Carlsbad Municipal Code 3.28 (Purchasing), for: approach to project; experience and expertise in the field; quality of contractor's work; ability of firm or contractor to perform services in a timely manner; overall cost of the service; and, past performance on similar projects. All Statements of Qualifications/Proposals shall be valid for a minimum of 60 calendar days following the last date established for qualification submission. Statements of Qualifications/Proposals may be withdrawn on written request from the submittee at the address shown in solicitation prior to the last date for submission. Negligence on the part of the submittee in preparing the Statement of Qualifications/Proposals confers no right of withdrawal after the times set for submission. It is the intent of the CTBID to enter into a contract for services with the selected contractor before June 30, 2006. PART II - SCOPE OF WORK All qualifications/proposals must document measurements of success for the services described below: A. Manage and coordinate marketing programs that position Carlsbad as a year-round leisure visitor destination in Southern California. 1. As brand manager, increase the brand awareness and identity of Carlsbad in those geographic regions, specific cities, and market segments offering the greatest potential for increasing the number of visitors to Carlsbad each year. The response to this RFP should include suggested target regions, cities and market segments, and information regarding how success in these areas would be measured. 2. Differentiate the Carlsbad brand from the competition through the emphasis of the destination's key attributes. B. Generate increased occupied room nights in business travel, leisure travel, and group travel. Activities directed at generating additional occupied room nights should focus specifically on increasing nights booked and stayed in Carlsbad properties. C. Operate the Visitor Information Center in the Historic Santa Fe Train Depot seven days per week from 9:00 a.m. to 5:00 p.m., Monday through Friday, from 10:00 a.m. to 4:00 p.m. on Saturday, and from 10:00 a.m. to 3:00 p.m. on Sunday, except New Years Day, Easter Sunday, Thanksgiving Day and Christmas Day to assist visitors and Carlsbad residents. The contractor selected pursuant to this request for qualifications/proposals may adjust hours when extraordinary events of a local or national importance (i.e., terrorist attacks, natural disasters, etc.) occur. The hours of operation are subject to change by the CTBID Board. Minor changes in hours of operation on an exception basis may be implemented by the contractor. A significant change in the hours of service listed above may require an amendment to the agreement and a corresponding adjustment to compensation. 1. The Visitor Information Center provides lodging referrals to Carlsbad properties, to include resorts, hotels, motels, B&B's, time share, vacation rentals. D. Provide staff support to the CTBID in the following: 1. In the time and manner directed by the CTBID Board of Directors and General Counsel, produce periodic reports of the activity and expenses of the CTBID to the CTBID Board and City Council. These reports shall include, but not be limited to the following information: a. A written description of the activities of CTBID, which would include any proposed changes in the boundaries, assessment formula, estimated cost of conducting activities, amount of surplus/deficit revenues to be carried over, contributions, and other items of interest to the CTBID for the upcoming year. b. A statistical report showing the results of the information gathered from inquiries at the Visitor's Center or other sources; c. An account of the funds spent by program with statistical or other quantitative information that demonstrates the effectiveness of the contractor's efforts in attracting additional visitors to Carlsbad. d. For occupied room nights produce reports of both Group and Corporate/Leisure activity showing rooms booked and stayed in the form shown in Exhibit A. e. Provide additional information, as determined necessary by the CTBID Board and General Counsel. 2. Manage CTBID meeting calendars, meeting minutes and action items, and follow-up on City requests as required by the CTBID Board and General Counsel; cooperate with the City of Carlsbad Records Manager to assure proper maintenance of all CTBID records. 3. Prepare the annual CTBID Budget as directed by the CTBID Board and General Counsel, and present the Budget to the CTBID Board and General Counsel for approval. PART III - SUBMISSION REQUIREMENTS A. CONTRACTOR'S QUALIFICATIONS 1. Company Name, address, telephone number, fax number, email, and contact for the Project Manager who will coordinate the program and serve as the CTBID's principle point of contact (including title, telephone number and email). Contact person shall be familiar with the program being proposed, and shall have the authority to negotiate on behalf of their company, and obligate their company to any agreements reached. 2. Organization of firm: Corporation ( ) Partnership ( ) Sole Proprietorship ( ) Other( ) 3. Provide a brief description of recent qualifications and experience that demonstrate the ability to perform the desired work successfully. 4. List all firm's Officers and Title: Name Title 5. List key staff members who will conduct services requested. On a separate sheet of paper, please describe the qualifications of the staff to conduct said services. Name Title B. OTHER REQUIREMENTS The contractor must also submit in his/her proposal the following information to be considered for this agreement. 1. Provide a business plan that includes a description key actions and/or tasks, of your approach to completing the services specified in this proposal. Describe any innovative techniques or methods that your team will offer the CTBID to perform the work within budget and on schedule. 2. A schedule for performing each action and/or task described in the scope of work section. Provide a timetable for completion of all proposed activities; this should be as specific as possible. List the cost for completion of each action and/or task. C. PROPOSAL SUBMISSION INFORMATION Proposals are due May 12, 2006, at 5:00 p.m. Proposals must be sealed and returned in an envelope. Additional books, or manuals may be shipped separately, but should be received prior to the proposal opening date and time. Proposals must be submitted to: CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT C/0 JIM ELLIOTT ADMINISTRATIVE SERVICES DIRECTOR CITY OF CARLSBAD 1635 FARADAY AVENUE CARLSBAD, CA 92008 No proposals will be accepted after the due date and time. Failure to follow all proposal preparation instructions may be cause to consider your proposal non-responsive. All proposals must be submitted in writing. No telegraphic, faxed, e-mailed, or telephone offers will be accepted. The CTBID Advisory Board reserves the right to reject any or all proposals. If this RFP is amended, the addendum will be sent to each contractor in writing. No oral amendments will be considered or acknowledged. Contractors are required to acknowledge receipt of each amendment in their proposal cover letter. D. CONTRACTOR'S PROPOSED COST OF SERVICE The matrix below describes the services upon which the CTBID Advisory Board requests a proposal. The CTBID Board may award sections to separate contractors based on responses received from this Request for Proposal or may contract with multiple vendors for selected services. The actual payments made to the Contractor will be based upon the Contractor's actual work performed for the CTBID consistent with the terms and conditions of the contract documents. Description of Service Fee II a. Manage and coordinate marketing programs that position Carlsbad as a year-round leisure visitor destination in Southern California. 1. As brand manager, increase the brand awareness and identity of Carlsbad in those geographic regions, specific cities, and market segments offering the greatest potential for increasing the number of visitors to Carlsbad each year. 2. Differentiate the Carlsbad brand from the competition through the emphasis of the destination's key attributes. II b. Generate increased occupied room nights in corporate and leisure travel. II b. Generate increased occupied room nights in group travel. II c. Operate the Visitor Information Center in the Historic Santa Fe Train Depot seven days per week from 9:00 a.m. to 5:00 p.m., Monday through Friday, from 10:00 a.m. to 4:00 p.m. on Saturday, and from 10:00 a.m. to 3:00 p.m. on Sunday, except New Years Day, Easter Sunday, Thanksgiving Dav and Christmas Day to assist visitors and Carlsbad residents. II d. Provide staff support to the CTBID as described in section II d. above. fOTAL dollars (please write out dollar amount total proposed) EXHIBIT 3 AGREEMENT FOR TOURISM PROMOTION AND MARKETING SERVICES (Insert Name of Contractor) THIS AGREEMENT is made and entered into as of the day of 20 , by and between the CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT, a Business Improvement District as defined in section 36500 of the California Streets and Highways Code, ("CTBID"), and , a , ("Contractor"). RECITALS A. CTBID requires the professional services of a contractor that is experienced in tourism promotion and marketing services. B. Contractor has the necessary experience in providing professional services and advice related to tourism promotion and marketing. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to CTBID and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CTBID and Contractor agree as follows: 1. SCOPE OF WORK CTBID retains Contractor to perform, and Contractor 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, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor'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 from the date first above written. The CTBID Advisory Board may amend the Agreement to extend it for additional year periods or parts thereof in an amount not to exceed dollars ($ ) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City Attorney Approved Version #04.01.02 CTBID needs, and appropriation of funds. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be dollars ($ ). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The CTBID reserves the right to withhold a ten percent (10%) retention until CTBID has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CTBID. Contractor will be under control of CTBID Advisory Board only as to the result to be accomplished, but will consult with CTBID Advisory Board as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CTBID for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CTBID will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CTBID will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CTBID within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CTBID may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the CTBID Advisory Board's election, CTBID may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CTBID. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CTBID for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CTBID. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless City Attorney Approved Version #04.01.02 specifically noted to the contrary in the subcontract and approved in writing by CTBID Advisory Board. 8. OTHER CONTRACTORS The CTBID reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CTBID and its officers, officials, employees and volunteers and the City of Carlsbad and all of its agents 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 Contractor, 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 CTBID incurs or makes to or on behalf of an injured employee under the CTBID'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. 10. INSURANCE Contractor 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 Contractor or Contractor'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-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless CTBID Advisory Board or General Counsel approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CTBID, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor'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 City Attorney Approved Version #04.01.02 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 Contractor's work for CTBID). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. 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 Contractor has no employees and provides, to CTBID's satisfaction, a declaration stating this. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The CTBID and the City of Carlsbad will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 CTBID sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CTBID's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CTBID. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CTBID will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CTBID to obtain or maintain insurance and CTBID may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The CTBID reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CTBID during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor 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 Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CTBID. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CTBID. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CTBID and Contractor relinquishes all claims to the copyrights in favor of CTBID. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CTBID and on behalf of Contractor under this Agreement. For CTBID: For Contractor: Name Name_ Title Title Carlsbad Tourism Business Address Improvement District Address Phone No. Phone No. 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 Disclosure under the Political Reform Act and CTBID's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. City Attorney Approved Version #04.01.02 Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by CTBID and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor'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. Contractor further warrants that neither Contractor, nor Contractor'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 Contractor will file with the CTBID an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor 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 Contractor or CTBID 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 (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Council. The City Council 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 Council will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #04.01.02 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CTBID may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CTBID decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CTBID may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CTBID and all work in progress to CTBID address contained in this Agreement. CTBID Advisory Board will make a determination of fact based upon the work product delivered to CTBID and of the percentage of work that Contractor has performed which is usable and of worth to CTBID in having the Agreement completed. Based upon that finding CTBID 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 CTBID, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CTBID. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CTBID Advisory Board will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor 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, CTBID Advisory Board will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to CTBID 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. Contractor acknowledges that if a false claim is submitted to CTBID, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. 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 CTBID seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor City Attorney Approved Version #04.01.02 on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CTBID 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 county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CTBID and Contractor 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 Contractor without the prior consent of CTBID, 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. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it 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 of this Agreement. CONTRACTOR (e-mail address) "By: (sign here) (print name/title) (e-mail address) (sign here) (print name/title) City Attorney Approved Version #04.01.02 CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT, a ATTEST: Business Improvement District as defined in section 36500 of the California Streets and Highways Code LORRAINE M. WOOD By: City Clerk Chairperson If required by CTBID, 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: Deputy City Attorney City Attorney Approved Version #04.01.02 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for CTBID and at what price. City Attorney Approved Version #04.01.02 10 Page 1 of 1 Exhibit A GROUPS DESCRIPTION OF DATE OF #OF TOTAL ROOMS OTHER REVENUE - TOTAL EVENT EVENT ROOMS REVENUE INCLUDES F&B REVENUE CORPORATE/LEISURE BOOKINGS DATE OF TRAVEL DATE °F #OFROOM ADR TOTAL ROOMSPATE OF TRAVEL £VENT ^^ ADR REVENUE Page 1 of 1