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HomeMy WebLinkAbout2007-01-09; Carlsbad Tourism Business Improvement District; Resolution 2007-2EXHIBIT 1 1 RESOLUTION NO. 2007-2 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 PROPOSAL FOR A POSITIONING STUDY 5 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 to 18 perform a positioning study; and 19 WHEREAS, the CTBID Board of Directors intends to distribute a Request for Proposal 20 (RFP) seeking responses from parties able to perform a positioning study; and 21 . WHEREAS, the CTBID Board of Directors has reviewed the proposed RFP, and has 22 heard public testimony with regard to the form and content of the RFP; and 23 WHEREAS, the CTBID Board of Directors finds that the form and content of the RFP 24 properly reflects the intent of the Board; 25 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad 26 Tourism Business Improvement District, as follows: 27 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. 1 2 3 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3. That staff is directed to distribute the RFP on January 9, 2007. PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors of the Carlsbad Tourism Business Improvement District on the 4 day of 2007, by the following vote to wit: AYES: NOES: ABSENT: APRIL SHUTE Chairperson ATTEST: Pro Tem Clerk of the Carlsbad Tourism Business Improvement District /// /// /// /// /// /// /// /// -2- EXHIBIT 2 GENERAL INFORMATION • Carlsbad Tourism Business Improvement District Carlsbad, California PROPOSALS ARE DUE TO THE ADMINISTRATIVE SERVICES DEPARTMENT PRIOR TO: January 30, 2007 af 5:00 p.m. Notice is hereby given that the Carlsbad Tourism Business Improvement District (CTBID) Board is requesting proposals to perform a Positioning Study for the City of Carlsbad. The CTBID desires to enter into an agreement for professional services with a qualified individual(s) or a firm who can demonstrate competency and experience in providing Positioning Studies. • Proposals may be submitted via email (as a PDF file) or in hard copy format. • All submissions must be signed by an individual with the legal ability to bind company. • One signed original plus an electronic copy, or an email with the appropriate attachments must be submitted. • Proposals should be received at 1635 Faraday Avenue, Carlsbad, CA 92008 no later than 5:00 p.m. on Tuesday, January 30, 2007. • No proposal exceeding ten (10) pages (excluding attachments) will be accepted. • It is suggested that the proposal packet be addressed as follows: POSITIONING STUDY C/O CHERYL GERHARDT ADMINISTRATIVE SERVICES DEPARTMENT CITY OF CARLSBAD 1635 FARADAY AVENUE CARLSBAD, CA 92008 ( cgerh(a)ci.carlsbad.ca.us ) • Proposals received after the specified time will not be considered and will be returned to the contractor. If you have any questions regarding the Proposals, please contact Cheryl Gerhardt at 760-602-2409. A committee will evaluate proposals submitted. During the evaluation process, the CTBID reserves the right, where it may serve the CTBID's best interest, to request additional information or clarifications from firms submitting proposals. At the discretion of the CTBID, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. The CTBID reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. By submitting a proposal, the firm is providing a guarantee to the CTBID that, if chosen, it will be able to provide the proposed services during the period of time discussed in this Request for Proposal ("RFP"). There is no expressed or implied obligation for the CTBID to reimburse responding firms for any expenses incurred in preparing proposals in response to this request. The CTBID reserves the right to accept or reject any or all proposals for any reason and then seek new proposals or take other action. Carlsbad Tourism Business Improvement District Request for Proposal: Positioning Study INDEX OF CONTENTS Appendix A Background Information Specifications/Scope of Service Instructions and Information Sample Agreement BACKGROUND INFORMATION A. General City of Carlsbad The City of Carlsbad, California, is located 35 miles north of the City of San Diego on the southern California coast and is one of the fastest growing cities in the County of San Diego. The City serves an area of 42 square miles with a population of over 90,000. According to the 2000 census, Carlsbad's residents have a median age of 39, with a median income of about $77,000, over 93% have graduated high school, and about half have graduated college with bachelor's or higher degrees. Industries in the area include a major regional shopping center, Legoland theme park, 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. The City of Carlsbad can be found on the web at: www.carlsbadca.gov. SPECIFICATIONS/SCOPE OF SERVICE The CTBID was formed to administer marketing and visitor programs to promote the City of Carlsbad as a tourism visitor destination and to fund projects, programs, and activities, including appropriate administrative charges, that benefit hotels within the boundaries of the District. In order to grow this tourism sector for the City of Carlsbad the CTBID Board wishes to identify a positioning strategy for Carlsbad that will attract tourists. The CTBID Board intends to obtain the services of a qualified firm fo perform a study thaf would recommend positioning directions that could increase tourism in Carlsbad. Project requirements shall include, but not be limited to, the following: > Identify insights and ideas from key stakeholders. This may include CTBID Board members, General Managers of key resorts/hotels, local media, etc. > Understand why Carlsbad Tourists have chosen to come to Carlsbad and their approach to travel, their relationship with Carlsbad and what other destinations they most relate to. > Understand why tourists have chosen to go to other destinations (such as Solana Beach, Del Mar, Laguna Beach). What are their perceptions of Carlsbad? > Present findings, conclusions and recommendations to CTBID Board. This presentation should include a range of Carlsbad positioning directions and development ideas. A. Specific Requirements 1. The term of the contract shall commence upon award by the CTBID Board. The firm will be selected by March 2007 and the work is to be completed by June 2007. The CTBID intends for this service to result in a one- (1) year contract. 2. The firm shall be fully responsible for maintaining accurate records of all correspondence, work papers, and other relative evidence. These records shall become the property of the CTBID upon completion of the study. 3. No work shall be subcontracted without the prior written consent of the CTBID. 4. The firm agrees to maintain a City of Carlsbad business license for the duration of the contract. INSTRUCTIONS AND INFORMATION A. Firm Information (Submittals) Proposals may be submitted via email (as a PDF file) or in hard copy format. All submissions must be signed by an individual with the legal ability to bind company. One signed original plus an electronic copy, or an email with the appropriate attachments must be submitted. No proposals exceeding ten (10) pages (excluding attachments) will be accepted. It is expected that the successful bidder will be asked to sign a contract. For informational purposes, a sample agreement has been included with this RFP. Do not execute the contract at this time. The proposal must contain the following specific information: 1. Letter of transmittal signed by an individual authorized to bind the proposing entity, stating that the Agency has read and will comply with all terms and conditions of the RFP. 2. General information about the firm, including the size of the organization, location of offices, years in business, organizational chart, names of owners and principal parties, and number and position titles of staff. 3. Qualifications of staff proposed for the assignment, their position in the firm, and types and amount of equivalent experience. Be sure to include any municipal agencies they have worked with and their level of involvement. A description of how overall supervision will be provided should be included (this can be included as part of an attachment). 4. A list of the municipal agencies the firm has worked with during the past three years. Provide the following information for three projects that are similar in size and scope to the project requested by this proposal: a. Name, address, and telephone number of the agency b. Time period for the project c. Brief description of the scope of the review d. Recommended procedures e. Person to contact for a reference 5. Describe the scope of the services you will provide and the methods by which you will fulfill them. 6. Clearly describe and outline your fees for the services to be provided. Also outline billing and payment expectations, including timing and method of payment. 7. Provide a statement of the services your firm believes differentiates you from other firms. 8. The selected firm will be required to sign a contract in a form similar to that presented in Appendix A. Any anticipated changes should be outlined in the proposal. C. Evaluation Criteria A review committee will judge the merit of proposals received in accordance with the general criteria defined herein. Failure of proposers to provide in their proposal any information requested in this RFP may result in disqualification of the proposal. The sole objective of the review committee will be to select the proposal that is most responsive to the CTBID's needs. 1. Demonstrated competence and professional qualifications necessary for satisfactory performance of the work required by the CTBID (primary determinant). 2. Adequacy and completeness of the proposal with regard to the information specified in the RFP. 3. Recent experience in successfully performing similar services. 4. Background and related experience of the specific individuals to be assigned to this project. 5. The total cost will be considered in the analysis, but cost will not be used as the sole consideration. As reflected above, contract award will not be based solely on price, but on a combination of factors as determined to be in the best interest of the CTBID. After evaluating the proposals and discussing them further with the finalists or the tentatively selected contractor, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation. D. Scope Changes, Additions, and Deletions All changes in proposal documents shall be through written addendum and furnished to all proposers. Verbal information obtained otherwise will NOT be considered in the award process. E. Rejection of Proposals The CTBID reserves the right to accept or reject any or all proposals and to waive informalities and minor irregularities in proposals received and to accept any portion of proposal or all items of proposal if deemed in the best interest of the CTBID to do so. F. Proprietary Information Any restrictions on the use of data contained within a proposal must be clearly stated in the proposal itself. Proprietary information submitted in response to this RFP will be handled in accordance with applicable City Procurement Regulations and the California Public Records Act. G. Response Materials Ownership All materials submitted regarding this RFP become the property of the CTBID. Responses may be reviewed by any person at proposal opening time and after final selection has been made. The City has the right to use any or all collection ideas presented in reply to this request, subject to the limitations outlined in Proprietary Information above. Disqualification of a proposer does not eliminate this right. H. Incurring Costs The CTBID is not liable for any cost incurred by proposers prior to issuance of an agreement, contract, or purchase order. I. Presentation All proposals shall be prepared in a comprehensive manner as to content; however, no necessity exists for expensive binders or promotional material. All costs, including travel and expenses, incurred in the preparation of this proposal shall be borne solely by the proposing firm. J. Schedule of RFP Events • Release of RFP documents January 9,2007 • Deadline for proposal Submission January 30, 2007 • Commencement of Project March 2007 • Completion of Project June 2007 EXHIBITS AGREEMENT FOR POSITIONING STUDY (Insert Name of Contractor) THIS AGREEMENT is made and entered into as of the day of , 2007 by and between the CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT, ("CTBID"), and , a , ("Contractor"). RECITALS A. CTBID requires the professional services of a that is experienced in . B. Contractor has the necessary experience in providing professional services and advice related to _. 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 Board Chair 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, CTBID needs, and appropriation of funds by the CTBID Board. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. CTBID Attorney Approved Version #11.28.06 EXHIBITS 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 only as to the result to be accomplished, but will consult with CTBID 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'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 specifically noted to the contrary in the subcontract and approved in writing by CTBID. CTBID Attorney Approved Version #11.28.06 EXHIBITS 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 from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct 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 City Attorney or CTBID Board Chari 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 separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. CTBID Attorney Approved Version #11.28.06 EXHIBITS 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor'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. 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 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. CTBID reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. CTBID Attorney Approved Version #11.28.06 EXHIBITS 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. 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 Department Address City of Carlsbad Address Phone No. Phone No. CTBID Attorney Approved Version #11.28.06 EXHIBITS 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 CTBID will evaluate Contractor's duties pursuant to this Agreement to determine whether 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. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the CTBID 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 CTBID Attorney Approved Version #11.28.06 EXHIBITS 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 CTBID Manager. The CTBID 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 CTBID 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 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 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 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 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 CTBID Attorney Approved Version #11.28.06 EXHIBITS 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 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 (print name/title) *By: (sign here) (e-mail address) CTBID Attorney Approved Version #11.28.06 EXHIBITS **By: CTBID (sign here) Carlsbad, California By: (print name/title) . CTBID Board Chair (e-mail address)ATTEST: LORRAINE M. WOOD Pro Tern Clerk of the CTBID 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, CTBID Attorney By: Deputy City Attorney CTBID Attorney Approved Version #04.01.02 9 EXHIBITS EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for CTBID and at what price. CTBID Attorney Approved Version #04.01.02 10