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HomeMy WebLinkAbout1990-11-06; City Council; Resolution 90-399e 0 1 RESOLUTION NO. 90-399 2 3 4 5 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 6 I/ WHEREAS, the City Council of the City of Carlsbad has determined tha 7 I1 it is in the best interest of the City to promote tourism and provide services tc a 9 visitors to the City; and 10 WHEREAS, the City Council has further determined that the Carlsbai 11 Bureau, possess the necessary skills to provide these services to the City c l2 Chamber of Commerce and its subdivision, the Carlsbad Convention and Visitor l3 11 Carlsbad; and 14 15 16 17 18 Carlsbad, California as follows: WHEREAS, the Carlsbad Chamber of Commerce has agreed to provid these services under the terms and conditions of the agreement attached heretc: NOW, THEREFORE BE IT RESOLVED by the City Council of the City c 19 1. That the above recitations are true and correct. 20 21 /// 22 /// 23 /// 24 1 /// 25 26 27 /// /// 28 // /// I/ I1 0 0 2. That the Mayor is hereby authorized to execute the attachec 1 2 il agreement, Exhibit A, between the City of Carlsbad and the Carlsbad Chambe: 3 of Carlsbad. 4 of Commerce to provide professional services related to the promotion of the Ciq 5 PASSED, APPROVED AND ADOPTED at a regular meeting of the Ci? 6 7 8 9 Council of the City of Carlsbad, California, held on the 6th day of Novem€ , 1990, by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and La] 10 I/ NOES: None 11 12 ABSENT: None 13 ATTEST: 14 15 16 ALETHA L. RAUTENKRANZ, ig- City Cler 17 18 191 % 20 21 22 23 24 (SEAL) 25 /I 26 27 28 I II e 0 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 y&day of &&d&l990, a] effective from October 1, 1990 to September 30, 1991, by and between the CITY ( CARLSBAD, a municipal corporation, hereinafter referred to as "City," and the CARLSBP CHAMBER OF COMMERCE, hereinafter referred to as 'thamber". RECITALS City requires the services necessary for the promotion of the City of Carlsbad; and The Chamber possess the necessary skills and qualifications to provide the servic required by the City. NOW, THEREFORE, in consideration of these recitals and the mutual covenar 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 -describ below: A. Establish, identify, research and develop a strong Identification Program i the City of Carlsbad and the Carlsbad Convention and Visitors Bureau; B. Position Carlsbad as a prime destination in Southern California through integrated media and promotional campaign; C. Generate awareness of Carlsbad in those geographic regions of the Unit States which provide the largest number of visitors to Southern Califon each year; 0 0 D. Increase the awareness of Carlsbad among the members of the tra\ industry including travel agents, corporate travel agents and tour plannel E. Increase the awareness and interest in Carlsbad among visitors to the S, Diego and Los Angeles areas; and F. Establish a strong public relations campaign designed to provide heighten visibility by providing information on Carlsbad in local, regional a1 national publications and media. G. Operate the Visitor Information Center in the AT&SF Depot seven days E week except New Year's Day, Easter, Thanksgiving and Christmas Day assist visitors to Carlsbad. H. Create a division of the Chamber to perform the above functions to known as the Carlsbad Convention and Visitor's Bureau (CCVB). I. Provide separate accounting for all transactions related to the operation the CCVB. J. Develop private funding for advertising co-op programs, central resewatic fees and other participatory fees to support a full-time, aggressive touri: marketing program. 2. COMPENSATION For the services described above the City will compensate the Chamber m an af11(4 not to exceed $225,000 to be paid as described below: A. The total budget for the Chamber shall be $280,000 as shown in Exhibit The City will compensate the Chamber up to $225,000 as described belo Administrative and Operation Costs $ 95,000 Programs 130.000 Total City Contribution $225,000 B. Payments for administrative and operation costs shall be made to I Chamber in equal monthly installments by the 15th of each month for 1 12 months beginning October 1990 and ending September 1991. 1 monthly payment will be $7,916.67 C. Payments for programs will be released to the Chamber up to a maxim1 of $130,900. The disbursement of these funds are broken down into t categories as follows: Unrestricted program funds Matching Program funds $ 75,000 55.000 Total Program Funds $130,000 0 0 Unrestricted program funds will be released to the Chamber as needed the maximum of $75,000. Funds will be released following the Ciq receipt of a statement designating which programs funds will be applied 1 Within the unrestricted category, $9,500 is to be spent by the Chamber f local Community Promotion. The Chamber will provide the City a list community events and activities to which these funds will be applied duri the first quarter of this contract. The remaining $65,500 can be utilized f programs as selected by the Chamber. Restricted program funds, not to exceed $55,000, will be released to t Chamber on a dollar for dollar basis as matching funds, in the form of ca: are received by the Chamber. Payment of the program expenses will released at anytime, upon receipt of a list from the Chamber indicati where matching funds came from. 3. TERMINATION OF AGREEMENT FOR CAUSE If, through any cause, the Chamber shall fail to fulfill in timely and proper manner obligation under this Agreement, the City shall thereupon have the right to tennin; this Agreement by giving written notice to the Chamber of such termination a specifying the effective data thereof, at least thirty (30) days before the effective di of such termination. 4. INFORMATION AND REPORTS The Chamber shall provide the City Council with quarterly reports of the activity of 1 Chamber and C(NB funded under this Agreement. These reports shall be m: available for the three month periods ended December, March, June and Septem’ each year. 5. BUDGET REOUESTS The Chamber shall submit a budget request in the form required by the City Final Director by April 30 each year. 6. BUDGET ADOPTION AND CONTROL The budget for the Chamber for the year ending 9/30/91 shall be as shown in Exh A attached hereto. The Chamber shall spend funds in accordance with this plan i 3 0 0 shall report as required in Section 4 of this Agreement using the categories of expen shown in said budget. Transfers may be made from accounts to account in cumulative amount of up to $2,500 without ‘prior approval from the City Counc Transfers in excess of this amount shall be submitted to the Council for approval. 7. RECORDS AND INSPECTION The Chamber shall maintain full and accurate records with respect to all mattc covered under this Agreement. The City shall have free access at all proper times such records, and the right to examine and audit the same and to make transcri] 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 practica‘ dispatch, in a sound, economical, and efficient manner in accordance with 1 provisions thereof and all applicable laws. 9. MATTERS TO BE DISREGARDED The titles of the several sections, subsections, and paragraphs set forth in this contr are inserted for convenience of reference only and shall be disregarded in constru or interpreting any of the provisions of this contract. 10. COMPLETENESS OF CONTRACT This Agreement and any additional or supplementary document or docume incorporated herein by specific reference contain all the terms and conditions agrt upon by the parties hereto, and no other agreements, oral or otherwise, regarding subject matter of this contract or any part thereof shall have any validity or bind i of the parties hereto. 4 0 0 11. CITY NOT OBLIGATED TO THIRD PARTIES The City shall not be obligated or liable hereunder to any party other than tl Chamber. 12. WHEN RIGHTS AND REMEDIES NOT WAIVED . In no event shall the making by the City of any payment to the Chamber constitute be construed as a waiver by the City of any breach of covenant, or any default whi may then exist, on the part of the Chamber, and the making of any such payment ’ the City while any such breach or default shall exist in no way impair or prejudice a: right or remedy available to the City in respect to such breach or default. 13. PERSONNEL The Chamber represents that it has, or will secure at its own expense, all persom required in performing the services under this Agreement. All of the services requir hereunder will be performed by the Chamber or under its supervision, and all persom 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 sufficieni sent by the parties in the United States mail, postage. paid, to the address noted belo City of Carlsbad Carlsbad Chamber of Commerce Attention: Finance Director Visitors Bureau 1200 Carlsbad Village Drive Attention: Steve Link Carlsbad, CA 92008 541 1 Avenida Encinas, Suite 100 Carlsbad, CA 92008 15. NONDISCRIMINATION CLAUSE The Chamber shall comply with applicable State and Federal laws regard; nondiscrimination. 5 0 0 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and other work products as herc required are the property of the City, whether the work for which they are made expected or not. In the event this contract is terminated, all documents, plal specifications, drawings, reports and studies shall be delivered forthwith to the Ci The 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 provided for in this agreement, the City may terminate this Agreement nonperformance by notifying the Chamber by certified mail of the termination of 1 Agreement. The Chamber, thereupon, has thirty (30) working days to deliver documents owned by the City and all work in progress as described in Section 16 to 1 City Finance Director. The City Finance Director shall make a determination of f based upon the documents delivered to City of the work which the Chamber 1 performed that is usable and of worth to the City in having the Agreement completl Based upon that funding as reported to the City Council, the Council shall determ the final payment of the Agreement. 18. DISPUTES If a dispute should arise regarding the performance of work under this Agreement, following procedure shall be used to resolve any questions of fact or interpretation 1 otherwise settled by agreement between parties. Such questions, if they beco identified as a part of a dispute among persons operating under the provisions of t Agreement, shall be reduced to writing by the principal of the Chamber or the C Finance Director. A copy of such documented dispute shall be forwarded to bl 6 0 0 parties involved along with recommended methods of resolution which would be benefit to both parties. The City Finance Director or principal receiving the letter sh; reply to the letter along with a recommended method of resolution within ten (11 calendar days. If the resolution thus obtained is unsatisfactory to the aggrieved pafl a letter outlining the dispute shall be forwarded to the City Council for their resolutic through the office of the City Manager. The City Council may then opt to consider t directed solution to the problem. In such cases, the action of the City Council shall binding upon the parties involved, although nothing in this procedure shall prohibit t parties seeking remedies available to them at law. 19. SUSPENSION OR TERMINATION OF SERVICES This Agreement may be terminated by either party upon tendering thirty (30) da written notice to the other party. In the event of such suspensions or tenninatic upon request of the City, the Chamber shall assemble the work product and put sa in order to proper filing and closing and deliver said product to City. In the event termination, the Chamber shall be paid for work performed to the termination da however, the total shall not exceed the guaranteed total maximum. The City sh make the final determination as to the portions of tasks completed and t compensation to be made; Compensation is to be made in compliance with the Co of Federal Regulations. 20. STATUS OF THE CHAMBER The Chamber shall perform the services provided for herein in Chamber's own way an independent contractor and in pursuit of Chamber's independent calling, and not an employee of the City. The Chamber shall be under control of the City only as to 1 result to be accomplished and the personnel assigned to the project, but shall cons 7 e 0 with the City as provided for in the request for proposal. The Chamber is an independent contractor of the City. The payment made to t Chamber pursuant to this Agreement shall be the full and complete compensation which the Chamber is entitled pursuant this Agreement. The City shall not make a federal or state tax withholdings on behalf of the Chamber. The City shall not required to pay any workers’ compensation insurance on behalf of the Chamber. 7 Chamber agrees to indemnify the City for any tax, retirement contribution, SOC security, overtime payment, workers’ compensation payment which the City may required to make on behalf of Chamber payment which the City may be required make on behalf of Chamber or any employee of Chamber for work done under t Agreement. The Chamber shall be aware of the requirements of the Immigration Reform a Control Act of 1985 (8 USC Sec. 1101 - 1525) and shall comply with thc requirements, including, but not limited to, verifying the eligibility for employment all agents, employees, sub-contractors and Chambers that are included in t Agreement. 21. ASSIGNMENT OF AGREEMENT The Chamber or CWB shall not assign this Agreement or any part of it or any mo1 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 negotiate, make, accept or approve or take part in negotiating, making, accepting approving of any contract or subcontract in connection with the execution of t Agreement shall become directly or indirectly interested personally in this Agreem 8 0 Agreement shall become directly or indirectly interested personally in this Agreeme or any part thereof. No officer or employee of the City who is authorized in suck capacity on behalf of the City to exercise any executive, supervisory or other simi functions in connection with the performance of this Agreement shall become direc 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 pr oral or written memoranda, understands or agreement or conversation with any offic agent or employee of the City either before, during or after the execution of t: Agreement shall affect or modify any of the terms or obligations contained in t: Agreement, nor shall such additional payment whatsoever under the tern of t: Agreement. No amendments or alterations to this Agreement shall be effective unlc 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 1 date first written above. City of Carlsbad ATTEST: By: Claude A. Lewis, Mayor Carlsbad Chamber of Commerce /& Title 9 0 m 1990-91 BUDGET CARLSBAD CONVENTION AND VISITORS BUREAU .( ADMINISTRATIVE EXPENSES: $ 92,000 Salaries and all expenses to operate the Bureau and the Visi Information Center at the Depot 2,000 City Audit 1.000 Depot Property Taxes $ 95,000 Total PROGRAMS: $ 83,400 Multi Media Advertising 11,100 Trade Shows 10,000 Tourism Video 4,000 Fam Trips 10,000 Print Brochures 2,000 Advertising Specialty Items 9,500 Promotion for Local Community Events $130,000 Total $225,000 Grand Total 10 c 0 e ARLSBAD CHAMBER OF COMMERCE CARLSBAD CHAMBER OF COMMERCE CARLSBAD CONVENTION AND VISITORS BUREAU BUDGET FOR PERIOD 10/1/90 to 9/30/91 Total city Cl Budaet Payment - Multi Media Advertisina* $85,000 $83,400 $ Advertisements will be placed in magazines and newspapers that reach our target market. These include: Motorland, Westways, Golden State, L.A. Magazine, California Travel Guide, San Diegan, Sunset, L.A. Times, Phoenix Gazett, Arizona Republic and Orange County Register. Other multi media opportunities will be evaluated. These include radlo, television, billboards and listings on com- puter networks Trade Shows and Blitzes 12,000 11,100 Oct. 15-19, '90 Nov. 14 Nov. 15 Feb. 2-3, '91 Feb. 9-10 Mar. 1-2 Mar. 9-10 Mar. 23-24 Mar. 25 Apr. 24-26 May 16 Ca. State Sales Missions/ Trade Shows in Calgary, Edmonton, Vancouver Travel Marketplace - Oakland Travel Marketplace - San Francisco Orange County Register Show - Costa Mesa Metro Phoenix World Travel Show - Phoenix ASTA Show - Tucson L.A. Travel Show - Los Angeles L.A. Times Orange County Show - Anaheim Travel Marketplace - Scottsdale/Phoenix Int'l. Travel Industry Expo - Las Vegas, NY. - San Diego Mixer Plus Trade Show - San Diego Additional trade shows and blitzes will be scheduled as a cooperative venture wlth Oceanside and Escondido. Tour ism Video 10,000 10,000 Fam Tri~s 5,000 4,000 1, Print Brochures 12,000 10,000 2, AdvertisinE SPecialtv Items 2,000 2,000 Promotion for Communits Events 10,000 9,500 Special Projects 1.000 - -0- - 1. Total Programs 137,000 130,000 7. Administrative and Operations Expenses** 143,000 95,000 48, " TOTAL $280,000 $225,000 $55, *15% Commissions on all paid advertising will be allocated to cover Administrative Costs. **Administrative and Opertations Expenses shall include $3,000 for annual audit expenses property taxes on the AT&SF Depot property. The Chamber will promptly pay all invoices re1 to these expenses when due. 54 11 Avenida Encinas, Suite 100 P.O. Box 1605 Carlsbad, California 92008 (619) 931-8400 Fax (619) 931-9153