Loading...
HomeMy WebLinkAbout1993-09-21; City Council; Resolution 93-2634' 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 0 a RESOLUTION NO. 93-263 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 tha it is in the best interest of the City to promote tourism and provide services ti visitors to the City; and WHEREAS, the City Council has further determined that the Carlsbac Chamber of Commerce and its subdivision, the Carlsbad Convention and Visitor Bureau, possess the necessary skills to provide these services to the City o Carlsbad; and WHEREAS, the Carlsbad Chamber of Commerce has agreed to providc these services under the terms and conditions of the agreement attached hereto NOW, THEREFORE BE IT RESOLVED by the City Council of the City o Carlsbad, California as follows: 1. That the above recitations are true and correct. /// /// /// /// /// /// /// /// 1. _. 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 I I I 0 0 2. That the Mayor is hereby authorized to execute the attache agreement, Exhibit A, between the City of Carlsbad and the Carlsbad Chambl of Commerce to provide professional services related to the promotion of the Cit of Carlsbad. PASSED, APPROVED AND ADOPTED at a regular meeting of the Ci1 Council of the City of Carlsbad, California, held on the 2 1st day of SEPTEMBER, 1993, by the following vote, to wit: AYES: Council Members Lewis, Stanton, Kulchin, Nygaard, Finnil NOES: None ABSENT: None ATTEST: eLQQ%L 64. L&!b&A- ALZTHA L. RAUTENKRANZ, City Clerk) (SEAL) ~ I. I\G!!hvIENT BETWEEN THE CITY OF &BAD EXHIBIT .. 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 23rd day of SEPTEMBER, 199 and effective from October 1, 1993 to September 30, 1994, by and between the CITY ( CARLSBAD, a municipal corporation, hereinafter referred to as "City," and the CARLSB) CHAMBER OF COMMERCE, hereinafter referred to as "Chamber". RECITALS City requires the services necessary for the promotion of the City of Carlsbad; an( The Chamber possess the necessary skills and qualifications to provide the semi required by the City. NOW, THEREFORE, in consideration of these recitals and. the mutual covena 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 descri' below: A. Establish, identify, research and develop a strong Identification Prog for the City of Carlsbad and the Carlsbad Convention and Visitors Bur€ B. Position Carlsbad as a prime destination in Southern California througk .. integrated media and promotional campaign; C. Generate awareness of Carlsbad in those geographic regions of the Un States which provide the largest number of visitors to "Southern Calif01 each year; D. Increase the awareness of Carlsbad among the 'members of the tr; industry including travel agents, corporate travel agents and tour plann E. Increase the awareness and interest in Carlsbad among visitors to the Diego and Los Angeles areas; .. F. Establis d a strong public relations campaign 0 designed to provic heightened visibility by providing information on Carlsbad in loc: regional and national publications and media; G. Operate the Visitor Information Center in the AT&SF Depot seven days p 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; and J. Develop private funding for advertising co-op programs, cent: reservations fees and other participatory fees to support a full-tin aggressive tourism marketing program. 2. COMPENSATION For the services described above the City will compensate the Chamber in an am01 not to exceed $205,000 to be paid as described below: A. The total budget for the Chamber shall be $240,000 as shown Attachment A. The City will compensate the Chamber up to $205,00C described below: Administrative and Operation Costs Programs $118,000 87.000 Total City Contribution $205,00Q B. Payments for administrative and operation costs shall be made to Chamber in equal monthly installments by the 15th of each month for 12 months beginning October 1992 and ending September 1994. monthly payment will be $9,833.33. C. Payments for programs will be released to the Chamber up to a maxin of $87,000. The disbursement of these funds are broken down into categories as follows: Unrestricted program funds Matching Program funds $ 62,000 25.000 Total Program Funds $ 87,000 2 Unrest dt cred program funds will be release dsb the Chamber as needed the maximum of $62,000. Funds will be released following the Cit receipt of a statement designating which programs funds will be applj to. Within the unrestricted category, $7,000 is to be spent by t Chamber for local Community Promotion. The Chamber will provide t City a list of community events and activities to which these funds will applied during the first quarter of this contract. The remaining $55,0 can be utilized for programs as selected by the Chamber. Restricted program funds, not to exceed $25,000, will be released to 3 Chamber on a dollar for dollar basis as matching funds, in the form be released at any time, upon receipt of a list from the Chamber indicat where matching funds came from. cash, are received by the Chamber, Payment of the program expenses 1 3. INFORMATION AND REPORTS The Chamber shall provide the City Council with quarterly reports of the activit] the Chamber and CCVB funded under this Agreement. These reports shall be m available for the three month periods ended December, March, June and Septem each year. 4. BUDGET REOUESTS The Chamber shall submit a budget request in the form required by the City Finan Management Director by April 30 each year. 5. BUDGET ADOPTION AND CONTROL The budget for the Chamber for the year ending 9/30/94 shall be as show] Attachment A attached hereto. The Chamber shall spend funds in accordance with plan and shall report as required in Section 4 of this Agreement using the categc of expense shown in said budget. Transfers may be made from account to accouI a cumulative amount of up to $2,500 without prior approval from the City Cou Transfers in excess of this amount sh,all be submitted to the Council for approv: 3 ^. 6. RECORDS AND I @ PECTION 0 The Chamber shall maintain full and accurate records with respect to all matt( covered under this Agreement. The City shall have free access at all times to su records, and the right to examine and audit the same and to make transcri, therefrom, and to inspect all program data, documents, proceedings, and activitie 7. ACCOMPLISHMENT OF PROJECT The Chamber shall commence, carry 011, and complete the project with all practica dispatch, in a sound, economical, and efficient manner in accordance with provisions thereof and all applicable laws. 8. MATTERS TO BE DISREGARDED The titles of the several sections, subsections, and paragraphs set forth in this cont are inserted for convenience of reference only and shall be disregarded in constn or interpreting any of the provisions of this contract. 9. COMPLETENESS OF CONTRACT This Agreement and any additional or supplementary document or documl incorporated herein by specific reference contain all the terms and conditions ag 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 of the parties hereto. 10. CITY NOT OBLIGATED TO THIRD PARTIES , The City shall not be obligated or liable hereunder to any party other than Chamber. 4 11. WHEN RIGHTS A a REMEDIES NOT WAIVED 0 .. In no event shall the making by the City of any payment to the Chamber constitu or be construed as a waiver by the City of any breach of covenant, or any defal which may then exist, on the part of the Chamber, and the making of any sus payment by the City while any such breach or default shall exist in no way impair prejudice any right or remedy available to the City in respect to such breach default. 12. PERSONNEL The Chamber represents that it has, or will secure at its own expense, all person] required in performing the services under this Agreement. All of the services requil hereunder will be performed by the Chamber or under its supervision, and personnel engaged in the work shall be qualified to perform such services. 13. NOTICES Any notices, bills, invoices, or reports required by this Agreement shall be sufficil if sent by the parties in the United States mail, postage paid, to the address no below: City of Carlsbad Carlsbad Chamber of Commerce Attn: Finance Director Visitors Bureau 1200 Carlsbad Village Drive Attn: Steve Link Carlsbad, CA 92008 5411 Avenida Encinas, Suite 100 Carlsbad, CA 92008 14. NONDISCRIMINATION CLAUSE The Chamber shall comply with applicable State and Federal laws regarc nondiscrimination. 15. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and other work products as he required are the property of the City, whether the work for which they are mad( 5 I. expected or not. 9 n the event this contract is termi 9 ted, all documents, plan .. specifications, drawings, reports and studies shall be delivered forthwith to the Cit Chamber shall have the right to make one copy of the plans for its records. 16. FAILURE TO PERFORM WORK In the event of the Chambeis failure to prosecute, deliver or perform the work provided for in this agreement, the City may suspend or terminate this Agreement f nonperformance by notifylng the. Chamber by certified mail of the suspension termination of the Agreement. In the event of such suspension or termination, t Chamber, thereupon, has thirty (30) working days to deliver all documents owned the City and all work in progress as described in Section 15 to the City Financ Management Director. The City Financial Management Director shall make determination of fact based upon the documents delivered to City of the work wh the Chamber has performed that is usable and of worth to the City in having 1 Agreement completed. Based upon the determination as to the portions of ta completed, the appropriate amount of funding shall be reported to the City Cour the Council shall determine the portion of payment of the final payment of . Agreement. In no case shall the final payment exceed the guaranteed total maxim 17. TERMINATION OR REDUCTION OF CONTRACT FOR FINANCIAL REASONS The City reserves the right to terminate or reduce the funding levels outlined in agreement in the event of City revenue reductions. Recommended reductions wil reported to the City Council who shall determine the modified funding level. 18. DISPUTES [fa dispute should arise regarding the performance of work under this Agreement following procedure shall be used to resolve any questions of fact or interpretatior otherwise settled by agreement between parties. Such questions, if they becom 6 .. identified as a part cb f a dispute among persons operatin dlt nder the provisions of th ,. Agreement, shall be reduced to writing by the principal of the Chamber or the Cit Financial Management Director. A copy of such documented dispute shall 1 forwarded to both parties involved along with recommended methods of resolutic which would be of benefit to both parties. The City Financial Management Direct or principal receiving the letter shall reply to the letter along with a recommend1 method of resolution within ten (10) calendar days. If the resolution thus obtain is unsatisfxtory to the aggrieved party, a letter outlining the dispute shall forwarded to the City Council for their resolution through the office of the C Manager. The City Council may then opt to consider the directed solution to problem. In such cases, the action of the City Council shall be binding upon parties involved, although nothing in this procedure shall prohibit the parties seek remedies available to them at law. 19. STATUS OF THE CHAMBER The Chamber shall perform the services provided for herein in Chamber's own waJ an independent contractor and in pursuit of Chambeis independent calling, and . as an employee of the City. Chamber shall be under control of the City only as to result to be accomplished and the personnel assigned to the project, but shall con with the City as provided for in the request for proposal. The Chamber is an independent contractor of the City. The payment made to Chamber pursuant to this Agreement shall be the full and complete compensatio which the Chamber is entitled pursuant this Agreement. The City shall not make federal or state tax withholdings on behalf of the Chamber. The City shall no required to pay any workers' compensation insurance on behalf of the Chamber. Chamber agrees to indemnify the City for any tax, retirement contribution, socii 7 I. 0 0 .. security, overtime payment, workers' compensation payment which the City may 1 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 tl Agreement. The Chamber shall be aware of the requirements of the Immigration Reforrn 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. 20. ASSIGNMENT OF AGREEMENT The Chamber or CCVB shall not assign this Agreement or any part of ,it or any mol due under it without the prior written consent of the City. 21. PROHIBITED INTEREST No official of the City who is authorized in such capacity on behalf of the Ciq negotiate, make, accept or approve or take part in negotiating, making, accepting approving of any contract or subcontract in connection with the execution of Agreement shall become directly or indirectly interested personally in this Agreem or any part thereof. No officer or employee of the City who is authorized in su(: capacity on behalf of the City to exercise any executive, supervisory or other sin functions in connection with the performance of this Agreement shall become dirf or indirectly interested personally in this Agreement or any part thereof. 22. ENTIRE AGREEMENT This Agreement is the entire Agreement between the parties and supersedes all I oral or written memoranda, understands or agreement or conversation with officer, agent or employee of the City either before, during or after the executic 8 8. e 0 ., this Agreement shall affect or modify any of the terms or obligations contained in th Agreement, nor shall such additional payment whatsoever under the terms of tl- Agreement. No amendments or alterations to this Agreement shall be effective unle 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 t date first written above. ATTEST: -2- Aletha L. Rautenkranz, City Clerk Carlsbad Chamber of Commerce 9 e 0 ATTACHMEN- CARLSBAD CONVENTION AND VISITORS BUREAU BUDGET 10/01/93 TO 09/30/94 TOTAL CITY BUDGET PAYMENT Mu1 ti Media Advertisinn" $56,000 $53,000 Advertisements will be placed in magazines and newspap-ers that reach our target market. These include: Motorland, Westways, Golden State, L.A. Magazine, California Travel Republic and Orange County Register. Other multi media opportunities will be evaluated. These include radio, television, billboards, and listings on computer networks. Trade Shows and Blitzes 12,000 11,000 10/93 Group Leaders of America - Phoenix, AZ 10/93 Travelage West Show - Palm Springs, CA 10/93 San Diego Mixer Plus Trade Show - San Diego, CA 01/94 Seattle Sales Blitz & Travel Show - Seattle, WA 02/94 Orange County Travel Show - Costa Mesa, CA 02/94 Metro Phoenix World Travel Show - Phoenix, AZ 03/94 American Airlines Vacation Supermarket - Dallas, TX 03/94 So. Arizona World Travel Show - Tucson, AZ 04/94 L.A. Travel Show - Los Angeles, CA 04/94 Nat'l Travel Exchange Trade Show - Silicon Valley, CA 05/94 ASTA's 94 Western Regional Trade Show 09/94 State Sales Mission - British Columbia Guide, San Diegan, LA. Times, Phoenix Gazette, Arizona Additional trade shows and blitzes will be scheduled as a cooperative venture with Oceanside and Escondido. Tourism Video Fam Trips Print Brochures Advertisinn Speciab Items Promotion for Communitv Events Total Programs Administrative and Operations Expenses:"' TOTAL 1,500 5,500 12,500 500 9.000 97,000 143.000 $240,000 500 4,500 11,000 -0- 7,000 87,000 11 8.000 $205,000 _L 1S0/o Commission on all paid advertising will be allocated to cover Administrative Cc '-'. Administrative and Operations Expenses shall include $3,000 for annual audit ex property taxes on the AT&SF Depot property. The Chamber will promptly pay all inva to these expenses when due. d. _.. 10