HomeMy WebLinkAbout2004-06-22; City Council; Resolution 2004-2161
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2004-216
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARSLBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO
EXECUTE AGREEMENTS WITH THE CARLSBAD
CONVENTION AND VISITORS BUREAU (CCVB) AND SAN
DIEGO NORTH COVENTION AND VISITORS BUREAU
JSDNCVB)
WHEREAS, the City Council of the City of Carlsbad has determined that it is in the best
interest of the City to promote tourism and provide services to visitors to the City; and
WHEREAS, the City Council has determined that the Carlsbad Convention and Visitor’s
Bureau possesses the necessary skills to provide services related to the Leisure travel market; and
WHEREAS, the City Council has determined that the San Diego North Convention and
Visitor’s Bureau possesses the necessary skills to provide services as they relate to Group Sales
travel market; and
WHEREAS, the Carlsbad Convention and Visitor’s Bureau and San Diego North
Convention and Visitor’s Bureau have agreed to provide these services under the terms and
conditions of the agreements attached hereto.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California as follows:
1.
2.
3.
Ill
Ill
That the above recitations are true and correct.
That the Mayor is hereby authorized to execute the attached agreement, Exhibit 2,
between the City of Carlsbad and the Carlsbad Convention and Visitor’s Bureau to
provide professional services related to the promotion of the City of Carlsbad for the
Leisure Market.
That the Mayor is hereby authorized to execute the attached agreement, Exhibit 3,
between the City of Carlsbad and the San Diego North Convention and Visitor’s
Bureau to provide professional services related to the promotion of the City of
Carlsbad for the Group Sales Market.
1
2
3
4
5
6
7
8
1 Q
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council on the
22nd day Of June 2004, by the following vote to wit:
AYES: Council Members Lewis, Finnila, Kulchin, Hall and Packard
NOES: None
ABSENT: -None
Mayor
.I ATTEST: 1 LORRA EWOOD c1ty9
Resolution No. 2004-216 page 2 -2-
AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES
CARSLBAD CONVENTION AND VISITOR'S BUREAU
THIS AGREEMENT is made and entered into as of the --d3 day of
2004, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and The Carlsbad Convention and Visitor's Bureau, a non-profit
corporation, hereinafter referred to as "CCVB".
d J"oe
RECITALS
A. City requires the professional services of a contractor that is experienced
B. CCVB has the necessary experience in providing professional services
C. Selection of CCVB is expected to achieve the desired results in an
D. CCVB has submitted a proposal to City and has affirmed its willingness
in tourism and visitor promotion programs and services.
and advice related to the promotion of tourism in Carlsbad.
expedited fashion.
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and CCVB agree as follows:
1. SCOPE OF WORK
City retains CCVB to perform, and CCVB 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.
CCVB will submit a marketing plan draft to the City on or before January 1,2004.
2. STANDARD OF PERFORMANCE
While performing the Services, CCVB will exercise the reasonable professional care
and skill customarily exercised by reputable members of CCVB's profession practicing
in the Metropolitan Southern California Area, and will use reasonable diligence and best
judgment while exercising its professional skill and expertise.
TERM 3. - The term of this Agreement will be effective for a period of one (1) year from the date
July 1,2004 through June 30,2005.
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
5. COMPENSATION
The total fee payable for the Services to be performed during theinitial Agreement term
will be Four Hundred Nine Thousand One Hundred dollars ($409,100). No other
compensation for the Services will be allowed except for items covered by subsequent
City Attorney Approved Version #04.01.02
1
amendments to this Agreement. The City reserves the righ't to withhold a tenpercent
(1 0%) retention until City has accepted the work and/or Senices specified in Exhibit "A.
Incremental payments, if applicable, should be made as outhned in attached Exhibit "A".
Incremental payment and method of reimbursement may be modified upon written
request by CCVB, and approval by the City's Finance Director.
6. STATUS OF CONTRACTOR
CCVB will perform the Services in CCVB's own way as an independent contractor and
in pursuit of CCVB's independent calling, and not as an employee of City. CCVB will be
under control of City only as to the result to be accomplished, but will consult with City
as necessary. The persons used by CCVB to provide services under this Agreement will
not be considered employees of City for any purposes.
The payment made to CCVB pursuant to the Agreement will be the full and complete
compensation to which CCVB is entitled. City will not make any federal or state tax
withholdings on behalf of CCVB or its agents, employees or subcontractors. City will not
be required to pay any workers' compensation insurance or unemployment contributions
on behalf of CCVB or its employees or subcontractors. CCVB agrees to indemnify City
within thirty (30) days for any tax, retirement contribution, social security, overtime
payment, unemployment payment or workers' compensation payment which City may
be required to make on behalf of CCVB or any agent, emp!oyee, or subcontractor of
CCVB for work done under this Agreement. At the City's election, City may deduct the
indemnification amount from any balance owing to CCVB.
7. SUBCONTRACTING
CCVB will not subcontract any portion of the Services without prior written approval of
City. If CCVB subcontracts any of the Services, CCVB will be fully responsible to City
for the acts and omissions of CCVB's subcontractor and of the persons either directly or
indirectly employed by the subcontractor, as CCVB is for the acts and omissions of
persons directly employed by CCVB. Nothing contained in this Agreement will create
any contractual relationship between any subcontractor of CCVB and City. CCVB will be
responsible for payment of subcontractors. CCVB will bind every subcontractor and
every subcontractor of a subcontractor by the terms of this Agreement applicable to
CCVB's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
CCVB agrees to indemnify and hold harmless the City'and its officers, officials,
employees and volunteers from and against all claims, damages,-losses and expenses
including attorneys
caused in whole or
fees arising out of the performance of the work described herein
in part by any willful misconduct or negligent act or omission of the
City Attorney Approved Version #04.01.02
2
CCVB, any subcontractor, anyone directly OT 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 City
incurs or makes to or on behalf of an injured employee under the City'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.
IO. INSURANCE
CCVB will obtain and maintain for the duration d 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 CCVB or
CCVB'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. CCVB will maintain the types of coverages and minimum
limits indicated below, unless City Attorney or City Managecapproves a lower amount.
These minimum amounts of coverage will not constitute any limitations or cap on
CCVB's indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by CCVB pursuant to this Agreement are adequate to protect CCVB. If CCVB
believes that any required insurance coverage is inadequate, CCVB will obtain such
additional insurance coverage, as CCVB deems adequate, at CCVB's sole expense.
10.1 .I Commercial General Liability Insurance.$l ,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.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for
CCVB's work for City). $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 CC'd8 has- no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
CCVB'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.
City Attorney Approved Version M.01.02
3
10.2. Additional Provisions. CCVB will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on General
Liability .
10.2.2 CCVB 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 City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, CCVB will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If CCVB fails to maintain any of these insurance
coverages, then City will have the option to declare CCVB in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. CCVB is responsible for any payments made by City
to obtain or maintain insurance and City may collect these payments from CCVB or
deduct the amount paid from any sums due CCVB under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
1 I. BUSINESS LICENSE
CCVB 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
CCVB will maintain complete and accurate records with respect to costs incurred under
this Agreement. All records will be clearly identifiable. CCVB will allow a representative
of City during normal business hours to examine, audit, and make transcripts or copies
of records and any other documents created pursuant to this Agreement. CCVB 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 CCVB or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by CCVB or its agents, employees and
City Attorney Approved Version #04.01.02
4
d
subcontractors pursuant to this Agreement will be delivered at once to City. CCVB will
have the right to make one (1) copy of the work product for CCVB’s records.
14. COPYRIGHTS
CCVB agrees that all copyrights that arise from the services will be vested in City and
CCVB relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of CCVB under this Agreement.
For Citv: For CCVB:
Name Cvnthia Haas Name LbG ZuIGICw-
Title Economic Development Manager
City of Carlsbad
Address 1635 Faradav Ave
Phone No (760) 602-2732
Title !?E%M&&%2A _________
Department Economic Development Address __I_____________---- qd.0 LWlSBM v;I[Gsc k.
Lwlsaka CA 32aoB
Phone No. &&!%?%z.d_-
Carlsbad, CA 92008
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
City will evaluate CCVB’s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Conflict of Interest Code is required
of CCVB or any of CCVB’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, CCVB or CCVB’s affected employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by
City and contained in the Statement of Economic Interests Form 700.
CCVB, for CCVB and on behalf of CCVB’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. CCVB further
warrants that neither CCVB, nor CCVB’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 CCVB will file with the City an affidavit
disclosing this interest.
City Attorney Approved Version #04.01.02
5
4
17. GENERAL COMPLIANCE WITH LAWS
CCVB will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by CCVB, or in any way affect
the performance of the Services by CCVB. CCVB will at all times observe and comply
with these laws, ordinances, and regulations and will be responsible for the compliance
of CCVB's services with all applicable laws, ordinances and regulations.
CCVB 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
CCVB 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 Se'rvices the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives/of CCVB or City 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
(IO) business days. If the resolution thus obtained is unsatisfactory to the aggrieved
party, a letter outlining the disputes will be forwarded to the City Manager. The City
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 City
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 CCVB's failure to prosecute, deliver, or perform the Services, City
may terminate this Agreement for nonperformance by notifying CCVB by certified mail
of the termination. If City decides to abandon or indefinitely postpone the work or
services contemplated by this Agreement, City may terminate this Agreement upon
written notice to CCVB. Upon notification of termination, CCVB has five (5) business
days to deliver any documents owned by City and all work in progress to City address
contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that, CCVB has performed which
is usable and of worth to City in having the Agreement completed. Based upon that
finding City 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 City, CCVB will assemble
the work product and put it in order for proper filing and closing and deliver it to City. CCVB will be paid for work performed to the termination date; however, the total will not
City Attorney Approved Version W.01.02
6
exceed the lump sum fee payable under this Agreement. City will make the final
determination as to the portions of tasks completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
CCVB warrants that CCVB has not employed or retained any company or person, other
than a bona fide employee working for CCVB, to solicit or secure this Agreement, and
that CCVB 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, City 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, CCVB agrees that any Agreement claim submitted to City -- mustbe asserted-as part of the Agreement process as set forth in this Agreement and
not in anticipation of litigation or in conjunction with litigation. CCVB acknowledges that
if a false claim is submitted to City, it may be considered fraud and CCVB may be
subject to criminal prosecution. CCVB acknowledges that California Government Code
sections 12650 et sea, 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 City seeks to
recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation
costs, including attorney's fees. CCVB acknowledges that the filing of a false claim may subject CCVB to an administrative debarment proceeding as the result of which CCVB
may be prevented to act as a CCVB on any public work or improvement for a period of
up to five (5) years. CCVB acknowledges debarment by another jurisdiction is grounds
for City 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 ic these proceedings to any
other county .
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
CCVB 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 CCVB without the prior
consent of City, which shall not be unreasonably withheld.
City Attorney Approved Version ##04.01.02
7
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 CCVB each represent and warrant that they have the legal power, right and actual
authority to bind CCVB to the terms and conditions of this Agreement.
&RAIN M.WOOD
City Cler 1 .~~~~~~~~~+~Y~==~~-~-- (print namehitle)
If required by City, 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.
Chairman,
President, or Vice-president
**Group B.
Secretary, '
Assistant Secretary,
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. BA- Attorney
City Attorney Approved Version #04.01.02
8
Scope of Services
The City agrees to engage, and the CCVB agrees to perform the services described
below: ,
SCOPE OF WORK .
1. Manage and coordinate marketing programs that position Carlsbad as a year-
round leisure visitor destination in Southern California.
a. As brand manager, increase the brand awareness of Carlsbad in those
geographic regions of the United States that provide the greatest potential
for increasing the number of visitors to Carlsbad each year.
b. Operate the Visitor Information Center in the Historic Santa Fe Train
Depot seven days per week from 9:00 a.m. to 500 p.m., Monday through
Friday, from 1O:OO a.m. to 4:OO p.m. on Saturday, and from 10:OOa.m.to
3:OO p.m. on Sunday, except New Years Day, Easter Sunday,
Thanksgiving Day and Christmas Day to assist visitors and Carlsbad
residents. The CCVB may adjust hours for when extraordinary events of a
local or national importance (i.e., terrorist attacks, natural disasters, etc.)
occur.
c. Initiate familiarization tours by inviting the media, to include travel writers,
to Carlsbad with the end result being iff publishbd articles about Carlsbad
that help to promote visitor travel to Carlsbad.
d. Promote local community events, including, but not limited to, the San
Diego Marathon, the Carlsbad 5000, the Carlsbad Triathlon, and the La
Costa Resort Accenture golf and Acura tennis events through traditional
and electronic marketing media.
1. When requested by the City and, where feasible to do so, the CCVB
will provide tabletop information at events identified by the City.
2. The CCVB reserves the right to assess a fee to promoters of private
events when requested by said promoters to provide an informational
booth andlor kiosk.
3. The CCVB, through the Visitor Information Center, will provide lodging
referrals to Carlsbad properties, to include resorts, hotels, motels,
B&B’s, time share, vacation rentals.
e. Develop private funding sources for the purpose of supplementing funds
received from the City of Carlsbad to support a..fulCtime, targeted
marketing campaign. Such funds may come from, but are not limited to,
City Attorney Approved Version M.01.02
9
co-operative marketing programs and fees generated through Interne&
based offerings. Additionally, the CCVB shall endeavor to enlist support
from the Carlsbad lodging industry to support a city-wide Business
Improvement District (BID) that can match, dollar-for-dollar, funding that is
derived from the City of Carlsbad. Monies generated through a BID would
be devoted toward additional marketing of Carlsbad 3s a year-round
preferred visitor destination.
f. Provide reports as follows:
1. CCVB shall deliver to the City, semi-annual reports of the activity and
expenses of the CCVB as under this agreement. These reports shall
summarize activities and expenses for each six (6) month period of the
contract and include the following information:
a. A written description of the activities of CCVB for the quarter;
b. A statistical report showing the results of the information
gathered from inquiries at the Visitor’s Center, CCVB website,
or other sources;
c. An account of the funds spent by program in a format approved
by the City.
2. CCVB shall include in the semi-annual report, statistical or other
quantitative information that demonstrates the effectiveness of CCVB’s
efforts in attracting additional visitors to Carlsbad:
PAYMENT OF FEES
For the services described above, the City will compensate the CCVB as
described below:
1. Payment for the operation and administrative overhead of the Visitor’s Center
shall be made to the CCVB in equal monthly installments by the l!jth of each
month for the 12 months beginning July 2004 and ending June 2005. CCVB
shall submit a monthly expense report for all administrative and overhead
expenses. Expenses and reimbursements related to operation of the Visitor’s
Center, overhead and administration should equal or exceed the amount of the monthly installment. Expense reports will be reviewed against all amounts paid
to CCVB and future payments adjusted accordingly. The monthly payment
amount for the period from July 2004 to June 2005 will be $15,715, not to exceed $188,580 for the twelve (12) month period. Upon written request by CCVB and
approval by the City’s Finance Director, payment schedule andlor allocation
amount may be modified. ,
City ’Attorney Approved Version M.01.02
10
,
2. Payment for all other programs will be released to the CCVB on a reimbursement
basis only up to the maximum amount of $220,520. Proof of payment by CCVB
or invoices must be submitted with all reimbursement requests for “programs”.
Upon written request by CCVB and approval by the City’s Finance Director, total
allocation amount and method of reimbursement may be modified.
3. CCVB shall maintain an account coding system that distinguishes eligible
CCVB shall submit a monthly reimbursement expenses from noneligible.
“program” expense report with all reimbursement requests.
The CCVB shall use these funds to market and promote Carlsbad as a year-
round leisure travel destination. The following budget is appropriated for
reimbursement purposes:
a. Travel Shows and FAM Tours $ 20,000
b. Brochures/lnternet Services $ 46,269
,
c. Advertising & Promotion $‘ 154,351
4. The City reserves the right to terminate or reduce the funding levels outlined in
the Agreement in the event of City revenue reductions. Recommended
reductions will be reported to the City Council who shall determine the modified
funding level.
City Attorney Approved Version #04.01.02
I1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of
County of b&
U
Ad before me,
Name and Title of Officer (e g "Jane Doe, Notary Public") date
personally appeared nA&k A. fc~ppe-z I
Name($ of Signer@)
0 personally known to me - OR - qproved to me on the basis of satisfactory evidence to be the person(%
whose name(Q is/m subscribed to the within instrument
and acknowledged to me that he/- executed the
same in hislbfttreir authorized capacity*), and that by
his/hm signature(q on the instrument the person($,
or the entity upon behalf of which the personw acted,
executed the instrument.
WITNESS my hand and official seal.
OPTlONA L
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Document Date: qoV Number of Pages: 1
Signer(s) Other Than Named Above: #adF
Capacity(ies) Claimed by Signer(s)
Signer's Name: AfF 4 . ftapfE&
Individual
Title(s):
0 Corporate Officer
0 Partner - 0 Limited 0 General
0 Attorney-in-Fact
0 Trustee
0 Guardian or Conservator
0 Other: I Top of thumb here
Signer Is Representing:
S-nF
acr Q AJG Signer's Name:
1 Individual
7 Corporate Officer
Title( s) :
0 Partner - 0 Limited 0 General
0 Attorney-in-Fact
0 Trustee
0 Guardian or Conservator 0 Other: Top of thumb here
I I
Signer Is Representing:
I I
0 1995 National Notary Association - 8236 Remmet Ave., PO. Box 7184 * Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder. Call Toll-Free 1-800-876-6827
ALL-PURPOSE ACKNOWLEDGMENT
State of California I
(NOTARY)
On &-& (DATE) q; &DOL! beforeme,
personally appeared -=p@--t-e,cc’c.
SIGNER(S)
0 personally known to me - OR - proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s)
is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed
the same in his/her/their authorized
capacity(ies), and that by his/her/their
signatures(s) on the instrument the person(s),
or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(2%- VOTARY’S SIGNATURE LAcZAMJ
OPTIONAL INFORMATION
The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl-
edgment to an unauthorized document.
CAPACITY CLAIMED BY SIGNER (PRINCIPAL)
SNDIVIDUAL
CORPORATE OFFICER
DESCRIPTION OF ATTACHED DOCUMENT
&GI ew%w-f-- 0 *a- 6- TITLE OR TYPE OF DOCUMENT
TITLE61
0 PARTNER@) 0 ATTORNEY-IN-FACT 0 TRUSTEE(S) 0 GUARDIAN/CONSERVATOR 0 OTHER:
II \
NUMBER OF PAGES
L I DATE OF ~OCUMENT
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(1ES)
OTHER
RIGHT THUMBPRINT
OF
SIGNER
APA 5/99 VALLEY-SIERRA, 800-362-3369
!
INFORMATION PAGE
RENEWAL AGREEMENT FARMERS INSURANCE EXCHANGE
Attach this Certificate to your policy.
When you pay the premium due, it is agreed that the policy is renewed for the policy period stated below, subject to all its terms and
conditions. If you do not wish to renew this policy, please notify our office in writing before the renewal date to avoid the annual minimum
1 7 7 4 4 (An Inter-Insurance Exchange hereinafter Sometimes Referred To As Company)
Members of the Fayers Insurance Group of Companies Home Office: 4680 Wilshire Blvd., Los Angeles, California 9001 0
Classification of Operations Code No. Premium Basis Rates
Estimated Per $1 00
Total Annual of Remu-
Remuneration neration
SEE CLASSIFICATION OF OPERATIONS SCHEDULE
Your Workers' Compensation premium may be subject to
midterm adjustment, for the unexpired term of your policy,
because the Insurance Commissioner of California has the
authority. to disapprove rates.
THIS IS NOT tNN INVOICE
premium charge.
Estimated
Annual
Premium
2004
Policy Year WESTERN-wcc
Issuing Office 1.Named - CARLSBAD CONVENTION 81 VISITORS BUREAU (A NON-PROFIT Insured ' 400 CARLSBAD VILLAGE DR Issuing Office Telphone No. Mailing 99-87-380 Address ' CARLSBAD CA 920082301 AgentNo,
Identification No. 330702738 Legal Entity: 0 Individual 0 Partnership 0 Corporation
0 Other NON-PROFIT CORP Federal Identification No.
N2007-75-91 04 Policy No.
N2007-75-91 04
Renewal of Policy No.
AH9849 4-
Risk Identification No.
Unemployment Account No.
Federal Identification No. 400 CARLSBAD VILLAGE DR Other workplaces not shown above: CARLSBAD CA 920082301
2. Policy Period: From 0210 1/04 to 02/01 105 12:Ol a.m. Standard Time at the insured's mailing address.
3. A. Workers Compensation Insurance: Part One of this policy applies to the Workers Compensation Law of the states listed here: CA
8. Employers Liability Insurance: Part Two of the policy applies to work in each state listed in item 3A. The limits of liability under Part
are: Bodily Injury by Accident $ 1 , Oo0 9 Oo0 each accident
1 , 000 P 000 each employee
1 , 000 000 policy limit
C. Other States Insurance. Part Three of the policy applies to the states, if any, listed here: "All states except No. Dakota, Ohio,
Bodily Injury by Disease $
Bodily Injury by Disease $
Washington, West Virginia, Wyoming, states designated in item 3A of the Information Page and
4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. The information
required below is subject to verification and change by audit.
If indicated, interim adjustments of premium shall be made:
I This policy includes these endorsements and schedules:
Monthly
E5002-ED2 WCOOOOOOA WC040601A 25-2320 WC040407 S9032-ED3 56-5285ED2 PN049901A PN049902B WC000420 WC040360A WC040301A WC990609A E5022B
Countersigned FARM E RS'
(WC 00 00 01 A ED Includes material of sd with its permission
C5116501 PAGE 1 OF 1 / 56-5116 Mh EDITION 6-00 5651 16-ED5
R_. - - NON PROFIT PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE POLICY. PLEASE READ THIS POLICY CAREFULLY.
NEW UNITED STATES LIABILITY
OriginalCOPY
INS U RANC E COMPANY Renewal of Number
WAYNE, PENNSYLVANIA
No. NDOl043701
POLICY DECLARATIONS
ITEM I. PARENT ORGANIZATION AND PRINCIPAL ADDRESS
Carlsbad Convention and Visitors Bureau
400 Carlsbad Village Drive
Carlsbad, CA 92008
ITEM II. POLICY PERIOD: (MM/DDNYYY)
FROM 8/18/2003 TO 8/18/2004
1201 AM STANDARD TIME AT YOUR
MAILING ADDRESS SHOWN ABOVE
THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH LIMITS OF LIABILITY ARE INDICATED.
ITEM Ill.
ITEM IV.
ITEM V.
ITEM Ill.
ITEM IV.
ITEM V.
Coverage Part A. Non Profit Directors and Officers Liability
LIMITS OF LIABILITY: $1,000,000 EACH CLAIM
Not Covered FIDUCIARY LIABILITY LIMIT
$1,000,000 IN THE AGGREGATE
RETENTION: $1,000 EACH CLAIM
PREMIUM: $1,000
Coverage Part B. Employment Practices Liability
LIMITS OF LIABILITY: $1,000,000 EACH CLAIM
$1,000,000 IN THE AGGREGATE
RETENTION:
PREMIUM:
$5,000 EACH CLAIM
$420
NOTICE: DEFENSE COSTS SHALL BE APPLIED AGAINST THE RE1
Policy Premium $1,420.00 ClGA Tax $28.40
$I ,448.40
--_______--
INTION. I ITEM VI. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue:
DNOTIC (12-02) Discl. Notice of Terrorism Insurance Coverage
DO-100 (04-00) Coverage Part A
DO-101 (04-00) Coverage Part B
DO-273 (04-02) Fair Labor Standards Act, Exclusion
DO-275 (1 1-02) Coverage Clarification Endt
DO-CA (02-01) California State Amendatory Endt
NPPLA (1 1-97) Application
USL-DOJ (04-00) Policy Jacket
Date Issued: 811 912003
Agent:
Countersigned By BY
Authorized Reoresentativd
USL-DOD (1 1/97) U
0 e cv In m
?I 0 t-i 0
4 W cv
0 0
I
2 8
GA
This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any
other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the insurance
company of The Harlford Insurance Group shown below.
SBA
INSURER: HARTFORD CASUALTY INSURANCE COMPANY
COMPANY CODE: 3
HARTFORD PLAZA, HARTFORD, CT 06115
Policy Number: 72 SBA GA2857 DX
SPECTRUM POLICY DECLARATIONS OR1 GINAL
Named Insured and Mailing Address:
(No., Street, Town, State, Zip Code)
CARLSBAD CONVENTION
AND VISITORS BUREAU
400 CARLSBAD VILLAGE DR
CARLSBAD CA 92008
Policy Perlod: From 09/06/03 To 09/06/04 1 YEAR
1201 am., Standard time at your mailing address shown above. Exception: 12 noon in Maine, Michigan, New Hampshire,
North Carolina.
Name of AgenUBroker: GERALD C MCCLELLAN JR/SCIC
Code: 165166
Prevlous Policy Number: 72 SBA GA2 857
Named Insured is: CORPORATION
AuditPeriod: NON-AUDITABLE
Type of Property Coverage: SPECIAL
Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree
with you to provide insurance as stated in this policy.
TOTAL ANNUAL PREMIUM IS: $582
CA SURCHARGE: $ 9.38
Countersigned by 0- a & 06/24/03
Authorized Representative Date
Form SS 00 02 11 93 T Printed in U.S.A. (NS)
Process Date: 06/24/03
INSURED COPY
Page 001 (CONTINUED ON NEXT PAGE)
Policy Expiration Date: 0 9 / 0 6 / 04
SPECTRUM POLICY DECLARATIONS (Continued)
POLICYNUMBER: 72 SBA GA2857
Location(s), Buiiding(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number
below.
Locet10n: 001 Building: 001
400 CARLSBAD VILLAGE DRIVE
CARLSBAD CA 92008
Description of Burlnesa:
ADVERTISING AGENCIES OFFICES
Deductible: $ 250 PER OCCURRENCE
BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE
BUILDING
NO COVERAGE
BUSINESS PERSONAL PROPERTY
REPLACEMENT COST
PERSONAL PROPERTY OF OTHERS
REPLACEMENT COST
Form SS 00 02 11 93 T Printed in USA. (NS)
procesSD&: 06/24/03
$ 20,256
NO COVERAGE
.$ 10,000
$ 5,000
Page002 (CONTINUED ON NEXT PAGE)
Pollcy Expiration Date: 09/06/04
4 0 rl 0 P
N 0 0
SPECTRUM POLICY DECLARATIONS (Continued)
POLICY NUMBER: 72 SBA GA2857
Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number
below.
Location: 001 Building: 0 0 1
PROPERTY OPTIONAL COVERAGES APPLICABLE LIMITS OF INSURANCE
TO THIS LOCATION
STRETCH COvERAaES
FORM: SS 04 08
THIS FORM IXCLUDES MANY ADDITIONAL
COv1$RAoES AND EXTENSIONS OF
COVERAQES. A SUEWARY OF THE
CO-GE LIMITS IS ATTACEED.
Form SS 00 02 11 93 T Printed in U.S.A. (NS)
Process Date: 0 6 / 2 4 / 03
I
Page 003 (CONTINUED ON NEXT PAGE)
Policy Expiration Date: 0 9 / 0 6 / 0 4
SPECTRUM POLICY DECLARATIONS (Contlnued)
POLICY NUMBER 12 SBA GA2051
FwmSS000211WT Printedin USA. (NS)
proces5Date: 06/24/03
$ 25,000
$ 25,000
N * N In m
N c- cu 0 0
SPECTRUM POLICY DECLARATIONS (Continued)
POLICYNUMBER: 72 SBA GA2857
BUSINESS LlABlLrrY LIMITS OF INSURANCE
LIABILITY AND MEDICAL EXPENSES $1,000,000
MEDICAL EXPENSES - ANY ONE PERSON $ 10,000
PERSONAL AND ADMRTlSlNG INJURY $1,000,000
ADV INJ EXCL
DAMAGES TO PREMISES RENTED TO YOU $#e 300,000
ANY ONE PREMISES
AGGREGATE LIMITS
PRODUCTSCOMPLETED OPERATIONS $2 ,000, 000
GENERAL AGGREGATE $2,000,000
BUSINXSS LIABILITY OPTI-
COVERAogS
BIRED/NON-OWNED AUTO LIABILITY
lKlRM: SS 04 38
$1,000,000
Form SS 00 02 11 Q3 T Printed in U.S.A. (NS)
Process Date: 06/24/03
Page005 (COT\ITINUED ON NEXT PAGE)
Policy Expiration Date: 0 9 / 0 6 / 04
AGREEMENT FOR PROMOTION OF TOURISM AND GROUP SALES
SAN DIEGO NORTH CONVENTION AND VISITOR'S BUREAU
THIS AGREEMENT is made and entered into as of the 23" day of Jove , 2004, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and The San Diego North Convention and Visitor's Bureau, a non-
profit corporation, hereinafter referred to as "S DN CVB" .
RECITALS
A.
B.
C.
D.
City requires the professional services of a contractor that is experienced
SDNCVB has the necessary experience in providing professional services
Selection of SDNCVB is expected to achieve the desired results in an
SDNCVB has submitted a proposal to City and has affirmed its willingness
in tourism and visitor promotion programs and services.
and advice related to the promotion of tourism in Carlsbad.
expedited fashion.
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and SDNCVB agree as follows:
1. SCOPE OF WORK
City retains SDNCVB to perform, and SDNCVB 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, SDNCVB will exercise the reasonable professional care
and skill customarily exercised by reputable members of SDNCVB'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 one (1) year from July 1,
2004 through June30,2005.
4.
Time is of the essence for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be One Hundred Thousand dollars ($100,000) to be made in quarterly payments:
July 1, 2004, October 1, 2004, January 1, 2005 and April 1, 2005. No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement.
1
City Attorney Approved Version #04.01.02
6. STATUS OF CONTRACTOR
SDNCVB will perform the Services in SDNCVB's own way as an independent contractor
and in pursuit of SDNCVB's independent calling, and not as an employee of City.
SDNCVB will be under control of City only as to the result to be accomplished, but will
consult with City as necessary. The persons used by SDNCVB to provide services
under this Agreement will not be considered employees of City for any purposes.
The payment made to SDNCVB pursuant to the Agreement will be the full and complete
compensation to which SDNCVB is entitled. City will not make any federal or state tax
withholdings on behalf of SDNCVB or its agents, employees or subcontractors. City will
not be required to pay any workers' compensation insurance or unemployment
contributions on behalf of SDNCVB or its employees or subcontractors. SDNCVB
agrees to indemnify City within thirty (30) days for any tax, retirement contribution,
social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of SDNCVB or any agent,
employee, or subcontractor of SDNCVB for work done under this Agreement. At the
City's election, City may deduct the indemnification amount from any balance owing to
SDNCVB.
7. SUBCONTRACTING
SDNCVB will not subcontract any portion of the Services without prior written approval
of City. If SDNCVB subcontracts any of the Services, SDNCVB will be fully responsible
to City for the acts and omissions of SDNCVB's subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as SDNCVB is for the acts and
omissions of persons directly employed by SDNCVB. Nothing contained in this
Agreement will create any contractual relationship between any subcontractor of
SDNCVB and City. SDNCVB will be responsible for payment of subcontractors.
SDNCVB will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to SDNCVB's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
SDNCVB agrees to indemnify and hold harmless the City 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 in whole or in part by any willful misconduct or negligent act or omission of the
SDNCVB, 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 City
incurs or makes to or on behalf of an injured employee under the City'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.
City Attorney Approved Version #04.01.02 2
IO. INSURANCE
SDNCVB 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 SDNCVB or
SDNCVB'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-:VI'.
10.1 Coverages and Limits. SDNCVB will maintain the types of coverages and minimum
limits indicated below, unless City Attorney or City Manager approves a lower amount.
These minimum amounts of coverage will not constitute any limitations or cap on
SDNCVB's indemnification obligations under this Agreement. City, its officers, agents
and employees make no representation that the limits of the insurance specified to be
carried by SDNCVB pursuant to this Agreement are adequate to protect SDNCVB. If
SDNCVB believes that any required insurance coverage is inadequate, SDNCVB will
obtain such additional insurance coverage, as SDNCVB deems adequate, at SDNCVB'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.
10.1.2 Automobile Liability (if the use of an automobile is involved for
SDNCVB's work for City). $1,000,000 combined single-limit per accident for bodily injury
and property damage.
10.1.3 Workers' Com pensat ion and Em plover's Lia b iI i tv. 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 SDNCVB has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
SDNCVB'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. SDNCVB will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 SDNCVB will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
City Attorney Approved Version #04.01.02 3 7
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 City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, SDNCVB will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If SDNCVB fails to maintain any of these insurance
coverages, then City will have the option to declare SDNCVB in breach, or may
purchase replacement insurance or pay the premiums that are due on existing policies
in order to maintain the required coverages. SDNCVB is responsible for any payments
made by City to obtain or maintain insurance and City may collect these payments from
SDNCVB or deduct the amount paid from any sums due SDNCVB under this
Agreement .
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
SDNCVB 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
SDNCVB will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. SDNCVB will allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. SDNCVB 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 SDNCVB or its agents, employees, and subcontractors
pursuant'to this Agreement -is the property of City. In the-event this Agreement is
terminated, all work product produced by SDNCVB or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. SDNCVB
will have the right to make one (I) copy of the work product for SDNCVB's records.
14. COPYRIGHTS
SDNCVB agrees that all copyrights that arise from the services will be vested in City
and SDNCVB relinquishes all claims to the copyrights in favor of City.
4
City Attorney Approved Version #04.01.02
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of SDNCVB under this Agreement.
For City: For SDNCVB:
Name Cynthia Haas Name
Title Economic Development Manager Title
Department Economic. Development Address
City of Carlsbad
Address 1635 Faraday Ave Phone No.
Carlsbad, CA 92008
Phone No. 1760) 602-2732
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
City will evaluate SDNCVB’s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Conflict of Interest Code is required
of SDNCVB or any of SDNCVB’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, SDNCVB or SDNCVB’s affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
SDNCVB, for SDNCVB and on behalf of SDNCVB’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. SDNCVB
further warrants that neither SDNCVB, nor SDNCVB’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 SDNCVB will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
SDNCVB will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by SDNCVB, or in any way
affect the performance of the Services by SDNCVB. SDNCVB will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of SDNCVB’s services with all applicable laws, ordinances and regulations.
SDNCVB 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.
5
City Attorney Approved Version #04.01.02
18. DISCRIMINATION AND HARASSMENT PROHIBITED
SDNCVB 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 SDNCVB or City 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 (1 0) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City 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 City 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 SDNCVB's failure to prosecute, deliver, or perform the Services, City
may terminate this Agreement for nonperformance by notifying SDNCVB by certified
mail of the termination. If City decides to abandon or indefinitely postpone the work or
services contemplated by this Agreement, City may terminate this Agreement upon
written notice to SDNCVB. Upon notification of termination, SDNCVB has five (5)
business days to deliver any documents owned by City and all work in progress to City
address contained in this Agreement. City will make a determination of fact based upon
the work product delivered to City and of the percentage of work that SDNCVB has
performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City 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 City, SDNCVB will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. SDNCVB will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
21. COVENANTS AGAINST CONTINGENT FEES
SDNCVB warrants that SDNCVB has not employed or retained any company or person,
other than a bona fide employee working for SDNCVB, to solicit or secure this
Agreement, and that SDNCVB 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, City will have the right to annul
City Attorney Approved Version #04.01.02
6
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, SDNCVB agrees that any Agreement claim submitted to
City 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. SDNCVB
acknowledges that if a false claim is submitted to City, it may be considered fraud and
SDNCVB may be subject to criminal prosecution. SDNCVB acknowledges that
California Government Code sections 12650 et sea, 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 City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. SDNCVB acknowledges
that the filing of a false claim may subject SDNCVB to an administrative debarment
proceeding as the result of which SDNCVB may be prevented to act as a SDNCVB on
any public work or improvement for a period of up to five (5) years. SDNCVB
acknowledges debarment by another jurisdiction is grounds for City 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 cou nty .
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and -. SDNCVB 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 SDNCVB without the
prior consent of City, 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.
City Attorney Approved Version #04.01.02 7
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of SDNCVB each represent and warrant that they have the legal power, right and actual
authority to bind SDNCVB to the terms and conditions of this Agreement.
A
SDNCVB
(print namehitie) ATTEST:
I
City Clerk / \lEb)lI.WOOb "
/ (print name/title)
If required by City, 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.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the oftlcer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BAwity Attorney
By:
-Deputy City Attorney -
City Attorney Approved Version #04.01.02 a
la-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
personally appeared
ersonally known to me
flproved to me on the basis of satisfactory
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Title or Type of Document:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
0 Corporate Officer - Title(s):
0 Partner - 0 Limited 0 General
0 Attorney-in-Fact
Signer Is Representing:
0 1999 National Notary Association .9350 De Sot0 Ave., P.O. Box 2402. Chatswodh, CA 91313.2402. www.nationalno1aryorg Prod. NO. 5907 Reorder: CallTdl-Free 1-8004766827
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
0 proved to me on the basis of satisfactory
evidence
to be the personb whose nameb
subscribed to the within
acknowledged to me tha h /&&they executed
the same in i ' uthorized
capacity(*), and&&b&#ek
signature@ on the instrument the personJdJ, or
the entity upon behalf of which the person6
acted, executed the instrument.
Though the information below is not required by law, it may prove valuable to persons dying on the document and could prevent
fraudulent removal and reattachment of this form to another document.
Title or Type of Document
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer
Corporate Officer - Title(s):
0 Partner - 0 Limited 0 General
0 Attorney-in-Fact
0 Guardian or Conservator
Signer Is Representing:
Q 1999 National Notary Association .9350 De Soto Ave., P.O. Box 2402 . Chatswolth, CA 91313-2402 . www nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-8006766827
tr
k
~VTHENTIC. 'DIVERSE. CALIFORNIA.
EXHIBIT "A"
Chairman Tim knnell. CEO/Gcneral Manager Del Mu Fairgrounds
Vice Chairman Robcn Rauch. Managing Director R.A. Rauch & Assochtes. Inc.
Treasurer Robcn McClure, Director &n Dicgo Zoo's Wild Animal Park
SCCEIvy Jam- S. hrley, Attorney At Law James S. hdey Law Offices
DIRBCIUBS.
Anim Bocker, Marketing Director Carisbad Company' Stom
Paul Cordnim, Gcned Manager Son Dicgo Mmiott La Job
John Daley. Owner 101 CSe. Occansidc
Juliyl Dud, Executive Director Quail Botanical Gadem
Stcvc Gold, Gcnenl Manager Hilton La JoUn Torrey Pines
Mnq Go1dmm.V.P of Marketmg Hunh's Rincon Casino &Resort
Juanita Hayes. CEO San Marcor Chamber of Commerce
NigeUa Hillganh Ph.D. Eacutive Director Birch Aquarium at Scripps
Enn Irrrel. PubIishcrlCEO North San Diego Caunty Manzinc
John Jakobscn, Gencd Manager LEGOLAND California
Kcvin Lap, Associate Publisher San Diego Magazine
Lynn Le, Director of Sals PRA San Dicgo North
Lun McDonald Public &in Manager San Diego Gas & Electric Ca
Robm Moore, General Manager Hilton Gadcn Inn Carlsbad Beach
Bob Pcckenpaugh. Resort Manager Rancho Bernardo Inn
Nance Trevithick, Director of Sales Four %VON Resort Avian
PaulVan Eldmn, Managing Broker Hmon Realty. A Corky McMillin Ca
Carl Winston. Pmgnrn Director San Diego Sure University
Ex 0PpIw0
Jonathan Jacobs, Maruging Partner Radiuon Suite Hotel Rancho BCIUI~O
Rick Mansur SeniorVice President of Opentiom J.C. Rnom. Inc.
President & CEO Cam Mamon
City of Carlsbad
Attn: Cynthia Haas, Economic Development Director
163 5 Faraday Avenue
Carlsbad, CA 92008
760-602-2732
Carlsbad Sales Plan FY 2004-05
It is our request and recommendation that the City of Carlsbad continue its
investment in a destination focused sales strategy for FY 2004-05 with the San
Diego North CVB. The San Diego North CVB will again commit to a 50%
match of hds and leverage its assets, resources and skills to maximize benefit
to Carlsbad. A 2004-05 Sales plan with performance measures will be
submitted to the City of Carlsbad. Oral and written sales reports will be given
regularly to the City Council and City Staff.
Group Market: Groups of more than 10 people
San Diego North Convention and Visitors Bureau $100,000
Oversees group sales for all geographic markets
I Total Citv of Carlsbad Investment $100,000
San Diego North CKB (Match)
Total Value
$ 50,000
$1 50,000
SAN DIECO NORTH CONVENTION t3 VISITORS BUREAU
Executive Office: 360 N. Escondido Boulevard, Escondido. California 92025-2600
Located At California Center For The Arts. Escondido
Voice: 760-745-4741 800-848-3336 Fax: 760-745-4796
Sales Office: 6120 Paseo Del Norte, Suite L-I. Carlsbad. California 92009-1118 W:WeportsBales\Carlsbad Sales Plan FY 2004-05.doc Voice: 760-603-1690 800-848-3336 Fax: 760-603-9570
w ww. sandiegonorth. corn
Page -2-
Group Sales Objective: Increase measurable visitor spending through the
generation of group business leads for room night bookings and group events.
Generate $1 million in total visitor spending to Carlsbad.
Tactics include:
e
e
e
e
e
e
e
e
e
e
e
Phone solicitatiodprospecting
Personal sales calls to targeted national and international businesses
Buyer site inspections
Meeting planner familiarization tours
Tour planner familiarization tours
Trade and travel show attendance
Direct mail campaigns
Product launches for wholesale and airline vacation companies
Email solicitation and promotions
Reservation center educationals
Ecommerce development
Group Market Definitions
Corporate:
Incentive: Reward-based travel programs
Association:
SMERF:
Travel Industry:
Single property meetings of 1 O+ people
Membership-based organizations with multiple meetings
Social, military, educational, religious and fraternal groups
AAA, Amtrak, travel agencies, international and domestic
tour and receptive operators, wholesalers, airline vacation
companies, Internet travel sites
Tournaments and competitions, etc.
Government: Federal and State employees
Sporting Events:
W:Reports\Sales\Carlsbad Sales Plan FY 2004-OS.doc
-_____