Loading...
HomeMy WebLinkAbout2006-06-21; Carlsbad Tourism Business Improvement District; 0606-9; Tourism Promotion Services AgreementsCARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT AGENDA BILL AB# MTG. DEPT. 0606-9 6-21-06 Admin Services Approve Extension of Agreements between CTBID and the Carlsbad Convention and Visitors Bureau and the San Diego North Convention and Visitors Bureau DEPT. HEAD CITY ATTY. RECOMMENDED ACTION: Adopt Resolution No. 2006-7 Authorizing the Chairperson to enter into agreements between the CTBID and the Carlsbad Convention and Visitors Bureau (CCVB) and the San Diego North Convention and Visitors Bureau (SDNCVB) for tourism promotion services for the period July 1, 2006 through December 31, 2006. ITEM EXPLANATION: At its June 15, 2006 meeting, the CTBID Board voted to extend the current contracts with CCVB and SDNCVB for the period July 1, 2006 through December 31, 2006. The current contracts expire on June 30, 2006. The Board asked staff to return with documents that would allow the Board to continue the services currently being provided by CCVB and SDNCVB to the Carlsbad tourism industry through the end of December 2006. Attached to this agenda bill are two agreements that accomplish this objective. The agreement with CCVB will provide funding of $204,000 for the six-month period through December 2006, paid at the rate of $34,000 per month. The agreement with SDNCVB will provide $49,999.98 for this same period, paid at the rate of $8333.33 per month. Staff recommends that the Board adopt the attached resolution authorizing the Chairperson to enter into the agreements with both agencies. FISCAL IMPACT: The CTBID began operation on January 1, 2006. In the period January through April the CTBID has collected $234,970 in assessments. This reflects an average occupancy rate of about 54.6% for the 3,600 hotel rooms currently available in the City. During the late spring and summer months hotel operators have indicated that occupancy rates typically increase to rates above 60%. Projections for May and June reflect occupancy rates of 60% and 65%, respectively. Projected revenue for 2006-07 had previously been based on an average occupancy rate of 66%. However, with occupancy rates falling below estimates for the early months of 2006, a more conservative estimate may be more appropriate. Revenues for 2006-07 should fall between $600,000 and the prior estimate of $867,000 depending on average occupancy rates experienced by Carlsbad hotels. The total payment to both agencies for this six-month period is $254,000. 3 The only obligation of the CTBID at this time is the repayment of the $33,500 loan made early in the CTBID formation process. This loan will be amortized over 6 months with payments of about $5,833 per month. ENVIRONMENTAL IMPACT: This action does not approve any projects that will have a physical adverse affect on the environment so it falls within the general rule under CEQA that this is not a project (CEQA Regulation 153789(b)). EXHIBITS: 1. Resolution No. 2006-7 Extending Agreements with CCVB and SDNCVB with Exhibits DEPARTMENT CONTACT: Jim Elliott, 760-602-2409, ielli@ci.carlsbad.ca.us FOR CITY CLERKS USE ONLY. BOARD ACTION: APPROVED ^ CONTINUED TO DATE SPECIFIC D DENIED D CONTINUED TO DATE UNKNOWN D CONTINUED D RETURNED TO STAFF D WITHDRAWN D OTHER-SEE MINUTES D AMENDED D 1 RESOLUTION NO. 2006-7 2 RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT, AUTHORIZING THE CHAIRPERSON TO 4 EXECUTE AGREEMENTS WITH THE CARLSBAD CONVENTION AND VISITORS BUREAU (CCVB) AND SAN 5 DIEGO NORTH CONVENTION AND VISITORS BUREAU (SDNCVB) 6 WHEREAS, The City Council of the City of Carlsbad adopted Ordinance No. NS-778 enacting Chapter 3.37 of the Carlsbad Municipal Code on November 15, 2005 thereby creating 8 the Carlsbad Tourism Business Improvement District (CTBID); and 9 WHEREAS, the primary purpose of the CTBID is to promote tourism and provide 10 services to visitors to the City of Carlsbad; and 11 WHEREAS, the City Council has authorized the Board of Directors of the CTBID to 12 conduct the business of the CTBID in the time, place and manner that best suits the needs of the 13 Board of Directors of the CTBID, subject to the control of federal, state and local laws governing 14 the activities of a Business Improvement District; and 15 WHEREAS, the City Council has provided the Board of Directors with the ability to 16 contract for services necessary to carry out the purpose of the CTBID; and 17 WHEREAS, the Board of Directors of the CTBID has determined that it is in the best 18 interest of the District to promote tourism and provide services to visitors to the City of Carlsbad 19 through the use of agencies that currently exist in the community to provide these services; and 20 WHEREAS, the Board of Directors has determined that the Carlsbad Convention and 21 Visitors Bureau (CCVB) possesses the necessary skills to provide services related to the 22 promotion of tourism; and 23 WHEREAS, the Board of Directors has determined that the San Diego North 24 Convention and Visitors Bureau (SDNCVB) possesses the necessary skills to provide services as 25 they relate to the group sales travel market; and 26 5- 28 1 WHEREAS, the CCVB and SDNCVB have agreed to provide tourism services under the 2 terms and conditions of the agreements attached hereto for the term July 1, 2006 through 3 December 31,2006, 4 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad 5 Tourism Business Improvement District, as follows: 6 1. That the above recitations are true and correct. 7 2. That the Chairperson is hereby authorized to execute the attached agreement, Exhibit 8 1, between the CTBID and the Carlsbad Convention and Visitors Bureau to provide 9 professional services related to tourism promotion. 10 3. That the Chairperson is hereby authorized to execute the attached agreement, Exhibit 11 2, between the CTBID and the SDNCVB to provide professional services related to 12 the group sales travel market. 13 /// 14 /// 15 /// 16 /// 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /;/ 28 -2- 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 PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of Directors of the Carlsbad Tourism Business Improvement District on the ^\^day of _ 2006, by the following vote to wit: AYES: NOES: ABSENT: APRIL SHUTE Chairperson ATTEST: LDtfRAINE jtVOOD Pro Tern Clerk of the Carlsbad Tourism Business Improvement District -3- EXHIBIT 1 AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES CARLSBAD CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the Carlsbad Convention and Visitors Bureau (CCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of July, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and The Carlsbad Convention and Visitors Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of six (6) months, from July 1 , 2006 through December 31 , 2006; and B. The CTBID requires the visitor and promotional services provided by Carlsbad Convention and Visitors Bureau, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of six (6) months beginning July 1, 2006 through December 31, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitors Bureau dated June 23, 2004 that is attached hereto as Exhibit A and incorporated by reference. Compensation will be made in six (6) monthly installments of thirty-four thousand dollars ($34,000) each month. The first installment shall be payable in the first full week of July. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. *By, (print name/title) / (e-mail address) CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways' By: Chairperson ATTEST: UNE MNWOOD Pro Tern Clerk of the Carlsbad Tourism Business Improvement District (e-mail 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 Rv^3^ECr^>eneral Counsel City Attorney Approved Version #05.22.01 EXHIBIT 2 AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of July, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City), and the San Diego North Convention and Visitors Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of six (6) months, from July 1, 2006 through December 31, 2006; and B. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of six (6) months beginning July 1, 2006 through December 31, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitors Bureau dated June 23, 2004 that is attached hereto as Exhibit A and incorporated by reference. Compensation will be made in six (6) monthly installments of eight thousand three hundred thirty-three dollars and thirty-three cents ($8,333.33) each month. The first installment shall be payable in the first full week of July. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR *By:t*J-tl. (sign here) CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business mprovement District as defined in section 36500 of the California Streets and Highways Code (print name/title) Chairperson (e-mail address) (print name/title) r WOOD Pro Tem Clerk\f the Carlsbad Tourism Business Improvement District (e-mail address) 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: ), General Counsel City Attorney Approved Version #05.22.01 CITY OF CARLSBAD -AGENDA BILL (S. QUJ ODCQLQ. O < O O AB# 17.687 MTG. 6/22/04 DEPT. ED TITLE: CONSIDERATION AND APPROVAL WITH THE CARLSBAD CONVENTION AND VISITORS BUREAU AND SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU FOR COMMUNITY PROMOTION SERVICES DEPT. HD. (j<^ *~ CITY ATTY. <$£'' CITY MGR ^^> RECOMMENDED ACTION: ADOPT Resolution No. 2004-216 approving a one (1) year contract for basic tourism promotion and visitor services, for the term July 1, 2004 to June 30, 2005, between the City of Carlsbad and the Carlsbad Convention and Visitor's Bureau; and a one (1) year contract for group sales promotion between the City of Carlsbad and the San Diego North Convention and Visitor's Bureau, and authorize the Mayor to execute the Agreements. ITEM EXPLANATION: On June 30, 2004 all contracts for community promotion and visitor services will expire. Currently the City contracts with the Carlsbad Convention and Visitor's Bureau (CCVB) for Leisure market promotion and Visitor Services, and with San Diego North Convention and Visitor's Bureau (SDNCVB) for Group Sales promotion. In response to the upcoming expiration of the existing contracts with both CCVB and SDNCVB, each has submitted a proposal for a new contract that would provide for community promotion services for the period July 1, 2004 and through June 30, 2005. CCVB's 2003-2004 proposal would keep their funding level at Four Hundred and Nine Thousand, One Hundred Dollars ($409,100) to operate the Visitor's Center and perform and promotional services (specified in Exhibit "2"). SDNCVB is proposing that their funding level remain at One Hundred Thousand Dollars ($100,000) to provide a group sales program (Specified in Exhibit 3). Neither contract reflects any increase from the previous years funding. FISCAL IMPACT: Monies totaling $509,100 have been allocated in the 2004-2005 Operating Budget to fund Community Promotion activities. The $509,100 will be allocated to CCVB ($409,100), for operation of the Visitor's Center and providing a marketing program targeting leisure travel to Carlsbad, and SDNCVB ($100,000) for operation of a group sales program. Monies will be distributed based on provisions outlined in the contract documents (CCVB - Exhibit 2 and SDNCVB - Exhibit 3). ENVIRONMENTAL: The Planning Director has determined that the activities above are categorically exempt from CEQA review pursuant to Sectionl5309 of the CEQA guidelines. EXHIBITS: 1. Resolution No. 216 of the City Council of the City of Carlsbad, California, authorizing the Mayor to execute an agreement with the Carlsbad Convention and Visitor's Bureau and San Diego North Convention and Visitor's Bureau. PAGE 2 OF AGENDA BILL NO. 17,687 2. Agreement 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. 3. Agreement between the City of Carlsbad and the San Diego North Convention and Visitor's Bureau to provide professional services to promotion of the City of Carlsbad. 1 RESOLUTION NO. 2004-216 2 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSLBAD, CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE AGREEMENTS WITH THE CARLSBAD 4 CONVENTION AND VISITORS BUREAU (CCVB) AND SAN DIEGO NORTH COVENTION AND VISITORS BUREAU 5 (SDNCVB) 6 WHEREAS, the City Council of the City of Carlsbad has determined that it is in the best 7 interest of the City to promote tourism and provide services to visitors to the City; and 8 WHEREAS, the City Council has determined that the Carlsbad Convention and Visitor's 9 Bureau possesses the necessary skills to provide services related to the Leisure travel market; and 10 WHEREAS, the City Council has determined that the San Diego North Convention and 11 Visitor's Bureau possesses the necessary skills to provide services as they relate to Group Sales 12 travel market; and 13 WHEREAS, the Carlsbad Convention and Visitor's Bureau and San Diego North 14 Convention and Visitor's Bureau have agreed to provide these services under the terms and 15 conditions of the agreements attached hereto. 16 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 17 California as follows: 18 1 - That the above recitations are true and correct. 19 2. That the Mayor is hereby authorized to execute the attached agreement, Exhibit 2, 20 between the City of Carlsbad and the Carlsbad Convention and Visitor's Bureau to 21 provide professional services related to the promotion of the City of Carlsbad for the 22 Leisure Market. 23 3. That the Mayor is hereby authorized to execute the attached agreement, Exhibit 3, 24 between the City of Carlsbad and the San Diego North Convention and Visitor's 25 Bureau to provide professional services related to the promotion of the City of 26 Carlsbad for the Group Sales Market. 27 /// 28 /// I (J 2 3 4 5 6 7 8 a 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 ATTEST: 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 tfO __ day of 2004, by and between the CITY C)F CARLSBAD, a municipal corporation, ("City"), and The Carlsbad Convention and Visitor's Bureau, a non-profit corporation, hereinafter referred to as "CCVB". RECITALS A. City requires the professional services of a contractor that is experienced in tourism and visitor promotion programs a nd services. B. CCVB has the necessary experience in providing professional services and advice related to the promotion of tourism in Carlsbad. C. Selection of CCVB is expected to achieve the desired results in an expedited fashion. D. CCVB has submitted a proposal to City and has affirmed its willingness 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 renderr 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. 3. TERM 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 Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be 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 amendments to this Agreement. The City reserves the right to withhold a ten-percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined 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, employee, 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 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 City Attorney Approved Version #04.01.02 n CCVB, any subcontractor, anyone directly cr 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. 10. INSURANCE CCVB 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 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 Manager-approves 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. 10.1.1 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 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 CCVB 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 IW4.01.02 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 Providing 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. 11. 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 ojf 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 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 l\v-*J* 'Button**? __ Title Economic Development Manager _ Title Department Economic Development _ Address ^<^> £oslsBA$ \//// City of Carlsbad <^fep*a. CA ^7.008 Address 1635FaradavAve _ Phone No. Qo) _ Carlsbad. CA 92008 _ Phone No (7601 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 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, 4hat 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 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 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 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 (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City 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 #04.01.02 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 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. 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 seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If 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 in 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 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. *Bv: . (4 . Cl municipal lifornia ayor print name/title)ATTEST: (sign here) Ar H&Df, (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 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. BALUQity Attorney City Attorney Approved Version #04.01.02 Scope of Services The City agrees to engage, and the CCVB agrees to perform the services described below: x 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 5:00 p.m., Monday through Friday, from 10:00 a.m. to 4:00 p.m. on Saturday, and from 10:00a.m.to 3:00 p.m. on Sunday, except New Years Day, Easter Sunday, Thanksgiving Day and Christmas Day to assist visitors and Carlsbad residents. The 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 ta published 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 and/or 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^ull-time, targeted marketing campaign. Such funds may come from, but are not limited to, City'Attorney Approved Version #04.01.02 co-operative marketing programs and fees generated through Internet- 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 as 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 15th 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 and/or allocation amount may be modified. City'Attorney Approved Version #04.01.02 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 reimbursement expenses from non-eligible. CCVB shall submit a monthly "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 $ 20,000s b. Brochures/Internet Services $ 46,169 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 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT3e<3a*»5&igiftaai5«»3s^^ State of Q*£J<r County of ^20^. On SiU-*-^ V / / Bate personally appeared _ before me, . Name and Title of Officer (e.g., -Jane Doe, Notary Public") Name(s) of Signer(s) D personally known to me - OR - Improved to me on the basis of satisfactory evidence to be the person^ whose name(*i is/ate subscribed to the within instrument and acknowledged to me that he/sho/thoy executed the same in his/NenttTelr authorized capacity^es), and that by his/hefrtheif signature(s} on the instrument the person(3), [sounds ^^ • or the entity upon behalf of which the personf^) acted, conn**00 * l4^-^. I executed the instrument. WITNESS my hand and official seal. Signature c /Public OPTIONAL 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 Title or Type of Document: /^ee^fltf^T fog /Co*Ko7'« *> 0 Document Date: ° i/'° VY° Y *iJt> <J-$,T"Z Number of Pages:/' Signer(s) Other Than Named Above:.AJff Capacity(ies) Claimed by Signer(s) Signer's Name: MfiAk 4 . ^ Individual C Corporate Officer Title(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRIMT OF SIGNER Signer Is Representing: Signer's Name: HI Individual II Corporate Officer Title(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 1995 National Notary Association • 8236 Remmet Ave.. P.O. Box 7184 • Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll-Free 1 -800-876-6827 ALL-PURPOSE ACKNOWLEDGMENT State of California County of On SS. (DATE) personally appeared _ before me. (NOTARY) personally known to me - OR - SIGNER(S) 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. NOTARY'S SIGNATURE 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) DESCRIPTION OF ATTACHED DOCUMENT CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLEIS) PARTNER(S) ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER: NUMBER OF PAGES OTHER SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTTTYOES) RIGHT THUMB PRINT OF SIGNER APA 5/99 VALLEY-SIERRA. 800-362-3369 Pr-HH; AyetftKCte&fl To; Bartwi Metfo* eerrtFfGAT OF UAfiorf tMsuisA rETs ^ ^w«»m»rf. ' "t, GeiTWCATE HC3M3ER W1U BE NOftFiEe TK Batten «fe<*or Carisfcad and Visitors Bureau! THIS EMOOR9EWENT CHANGES TH€ ?QLICY, ADDiTlONAL INSURED - DESIGNATS PERSON OR ORGANIZATION > TWcwndb Nurftfl te B« WJWMES& te!Insurad the pe«son or {tfstt&atan -shown- In (JadwBJlonKlb^ortyy^rwspecilafiatieiJy•outaritat cpftfatena of sue rasrval tortured. Form«,SO*48WJ53 <*$> Copyn^H leanemd «m «U8tf«SS and to Vw. Fjptem or INFORMATION PAGE RENEWAL AGREEMENT FARMERS INSURANCE EXCHANGE Attach this Certificate to your policy. 1 7744 (An Inter-Insurance Exchange hereinafter Sometimes Referred To As Company) Members of the Farmers Insurance Group of CompaniesHome Office: 4680 Wllshire Blvd., Los Angeles, California 90010 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 premium charge.2004 1 Named • CARLSBAD CONVENTION & Insured • VISITORS BUREAU (A NON-PROFIT Mailing Address 400 CARLSBAD VILLAGE DR CARLSBAD CA 920082301 Legal Entity: D Individual D Partnership D Corporation PI Other NON-PROFIT CORP • ^ .1 , _x t L. 400 CARLSBAD VILLAGE DROther workplaces not shown above: CARLSBAD CA 920082301 Policy Ysar WESTERN-WCC Issuing Office Issuing Office Telphone No. 99-87-380 Agent No. Identification No. 330702738 Federal Identification No. N2007-75-91 04Policy No. N2007-75-91 04 Renewal of Policy No. AH98494 Risk Identification No. Unemployment Account No. Federal Identification No. 2. Policy Period: From 02x01x04 to 02/01/05 12:01 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 B. Employers Liability Insurance: Part Two of the policy applies to work in each state listed in item 3A. The limits of liability under Part Two are: Bodi(y )njury ^ Accident $ 1,000,000 eacn accident Bodily Injury by Disease $ 1,000,000 each employee Bodily Injury by Disease $ 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, 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 $$ $ $ 0.00 Total Deposit SEE INVOICE Prior Year's D SEE INVOICE Other Cradto Premium eposit t SEE INVOICE BALANCE DUE Classification of Operations SEE CLASSIFICATION OF OPERATIONS SCHEDULE Your Workers' Compensation premium may be subject to midterm adjustment, for the unexplred term of your policy, because the Insurance Commissioner of California has the authority to disapprove rates. THIS IS NOT Code No. IN INVOICE Premium Basis Estimated Total Annual Remuneration Rates Per $100 of Remu- neration Estimated Annual Premium Minimum Premium 1,100.00 Total Estimated Annual Premium $. Expense Constant $. 2,699.00 200.00 If Indicated, interim adjustments of premium shall be made: D Monthly This policy includes these endorsements and schedules: E5002-ED2 WCOOOOOOA HC040601A 25-2320 WC040407PN049902B WC000420 HC040360A WC040301A WC990609A S9032-ED3E5022B 56-5285ED2 PN049901A Countersigned (WC 00 00 01 A ED. 1 IncludH mattrlil of Nttii M-S116 Mi EDITION B-00 SM116-E06 ized Represen Xrauranc*. Copyright 1987, u»d with ia purmiiiion. FARM E RS C511W01 PACE 1 OF 1 NON PROFIT PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE POLICY. PLEASE READ THIS POLICY CAREFULLY. NEW Renewal of Number UNITED STATES LIABILITY INSURANCE COMPANY WAYNE, PENNSYLVANIA No. NDO1043701 POLICY DECLARATIONS ITEM I. PARENT ORGANIZATION AND PRINCIPAL ADDRESS Carlsbad Convention and Visitors Bureau 400 Carlsbad Village Drive Carlsbad, CA 92008 OriginalCOPY ITEM II. POLICY PERIOD: (MM/DD/YYYY) FROM 8/18/2003 TO 8/18/2004 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH LIMITS OF LIABILITY ARE INDICATED. Coverage Part A. Non Profit Directors and Officers Liability ITEM III. LIMITS OF LIABILITY: $1,000,000 EACH CLAIM Not Covered FIDUCIARY LIABILITY LIMIT $1,000,000 IN THE AGGREGATE ITEM IV. RETENTION: $1,000 EACH CLAIM ITEM V. PREMIUM: $1,000 Coverage Part B. Employment Practices Liability ITEM III. LIMITS OF LIABILITY: $1,000,000 EACH CLAIM $1,000,000 IN THE AGGREGATE ITEM IV. RETENTION: $5,000 EACH CLAIM ITEMV. PREMIUM: $420 Policy Premium CIGA Tax $1,420.00 $28.40 $1,448.40 NOTICE: DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION. ITEM VI. Coverage Form(s)/Part(s) and Endorsement(s) made a part of this policy at time of issue: DNOTIC (12-02) Disci. 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 (11-02) Coverage Clarification Endt DO-CA (02-01) California State Amendatory Endt NPPLA(11-97) Application USL-DOJ (04-00) Policy Jacket Date Issued: 8/19/2003 Agent: ACCESS E& Countersigned: By USL-DOD (11/97) URANCEJSERVICES [1437] By Authorized Representati1 / This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any 2 8 other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the insurance GA company of The Hartford Insurance Group shown below. SBA INSURER: HARTFORD CASUALTY INSURANCE COMPANY HARTFORD PLAZA, HARTFORD, CT 06115 COMPANY CODE: 3 Policy Number: 72 SBA GA2857 DX SPECTRUM POLICY DECLARATIONS ORIGINAL ri^HEHARTFORD S Named Insured and Mailing Address: CARLSBAD CONVENTION (No., Street, Town, State, Zip Code) AND VISITORS BUREAU rH 400 CARLSBAD VILLAGE DR 3 CARLSBAD CA 92008o in00 Policy Period: From 09/06/03 TO 09/06/04 1 YEAR 12:01 a.m., Standard time at your mailing address shown above. Exception: 12 noon in Maine, Michigan, New Hampshire, £> North Carolina. CN g Name of Agent/Broker: GERALD C MCCLELLAN JR/SCIC 3 Code: 165166* B Previous Policy Number: 72 SBA GA2857 HI Named Insured Is: CORPORATION B as Audit Period: NON-AUDITABLE s B Type of Property Coverage: SPECIAL as Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree as with you to provide insurance as stated in this policy. ™ __ H TOTAL ANNUAL PREMIUM IS: $5 82 CA SURCHARGE: $ 9.38 Countersigned by £__-C&^«*<^ <-» <^LA^L*^ 06/24/03 Authorized Representative Date Form SS 00 02 11 93 T Printed in U.S.A. (NS) Page 001 (CONTINUED ON NEXT PAGE) Process Date: 06/24/03 Policy Expiration Date: 09/06/04 INSURED COPY SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 72 SBA GA2857 Location(s), Buildlng(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: 001 Building: 001 400 CARLSBAD VILLAGE DRIVE CARLSBAD CA 92008 Description of Buslnws: ADVERTISING AGENCIES OFFICES Deductible: $ 250 PER OCCURRENCE BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING NO COVERAGE BUSINESS PERSONAL PROPERTY REPLACEMENT COST $ 20,256 PERSONAL PROPERTY OF OTHERS REPLACEMENT COST NO COVERAGE HOUR AMD SXCDItlTIKS PRSXISKSOUTSIDE THE PREMISES •$ 10,000 $ 5,000 Form SS 00 0211 03 T Printed in U.S.A. (NS) ProcesaDate: 06/24/03 Pag* 002 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 09/06/04 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 72 SBA GA2B57 Location(s), Buildlng(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: 001 Building: 001 PROPERTY OPTIONAL COVERAGES APPLICABLE LIMITS OF INSURANCE TO THIS LOCATION STRETCH COVERAGES S FORM: BS 04 08 m THIS FORM INCLUDES MANY ADDITIONAL COVERAGES AND EXTENSIONS OF o COVERAGES. A SUMMARY OF THE o COVERAGE LIMITS IS ATTACHED.c-in CO oo Form SS 00 02 11 93T Printed in U.S.A. (NS) Page 003 (CONTINUED ON NEXT PAGE) Process Date: 06/24/03 Policy Expiration Date: 09/06/04 4 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 72 SBA GA2857 PROPERTY OPTIONAL COVERAGES APPLICABLE UMfTS OF INSURANCE TO ALL LOCATIONS BUSINESS INCOME AND EXTRA EXPENSE COVERAGE 12 MONTHS ACTUAL LOSS SUSTAINED COVERAGE mcmpKs THE TOLLOWIM COVXRASB EXTENSIONS s ACTXONOr CIVll. AUTHORITY: 30 DAYS UWUUIBI) BDSZiaCgg XMCOMXi 30 CONSECUTIVE DAYS aoxnomv BMUODOW covnuunt COVBUOB rOR P1MJCT PKY8ICU. M8S DOC TO: MBCRMnCU AMD STSAM BCPLOSXON TBI« AMITIOm. COVBUOB XSCWntfl TOE FOIiLOWIM KZTEH8XOHS HAZARDOUS SUBSTAHCES $ 25,000 etc wcFRKaBawrs $ 25,000 MECHAHICALmKAXDOmi COVKRAOE OBLT APPLIES NBBN S0IL01HO OR BDSZMXSS PBtSOHAIi PROPERTx IS SELXCTEO OH THE POX.XCY Form 8S000211 93T Printed In U.SA (NS) P*fl»004 (CONTINOED ON NEXT PAGE) ProcM«0«t«: 06/24/03 PoUeyExptrattonD«t#: 09/06/04 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 72 SBA GA2B57 CN *»> CN\fln or-moo ao BUSINESS LIABILITY LIABILITY AND MEDICAL EXPENSES MEDICAL EXPENSES - ANY ONE PERSON PERSONAL AND ADVERTISING INJURY ADV INJ EXCL DAMAGES TO PREMISES RENTED TO YOU ANY ONE PREMISES AGGREGATE LINKS PRODUCTS-COMPLETED OPERATIONS GENERAL AGGREGATE BDSHOESS LIABILITY OPTIONAL COVXRAXZBS HIRSD/NON-OWMBD AUTO LIABILITY FORM: 88 04 38 LIMITS OF INSURANCE $1,000,000 $ 10,000 $1,000,000 $.. 300,000 $2,000,000 $2,000,000 $1,000,000 Form SS 00 02 11 93 T Printed in U.S.A. (NS) Proc»*» Data: 06/24/03 Page 005 (CONTINUED ON NEXT PAGE) 3' Policy Expiration Date: 09/06/04 J 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 <XJ _ day of , 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 "SDNCVB". RECITALS A. City requires the professional services of a contractor that is experienced in tourism and visitor promotion programs and services. B. SDNCVB has the necessary experience in providing professional services and advice related to the promotion of tourism in Carlsbad. C. Selection of SDNCVB is expected to achieve the desired results in an expedited fashion. D. SDNCVB has submitted a proposal to City and has affirmed its willingness 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 June 30, 2005. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be 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. •w 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 10. 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-:V. 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' 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 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 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 Providing 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 (1) 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. 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. (760) 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. 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 (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City 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 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 seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If 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 county. 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 ^ 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. ARLSJjJAD, a/municipal ifornia LORRAINE M. WOOD City Clerk (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 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.ity Attorney Deputy City Attorney 8 City Attorney Approved Version #04.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California r\ County of On before me, -} , .vi?t/ //. Hum: personally appeared (^j //Nanv and TWeol Officer (e.g.,-Jaa«'Doa. Notary JOVM.MMT •M461M4 OtogoCoun.V Nbl.JOO* Named) of Sqnerla) ^^•Spersonally known to me D proved to me on the basis of satisfactory evidence to be the person^} whose name(sf ^4r» subscribed to the within instrument and acknowledged to me that £e^5hjj)th«y executed the same in his^mhvtr authorized capacity (ieS), and that by hietnefrtmr signaturejXF on the instrument the personfjff, or the entity upon behalf of which the persontof acted, executed the instrument. 'Sjgratun ol Notary PuUle OPTIONAL Though the information below rs not required bylaw.lt 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 Title or Type of Document:/ Document Date: /******. . Qtf . tf Number of Pages: Signer(s) Other Than Named Above:. Capacity(les) Claimed by Signer Signer's Name: D Individual D Corporate Officer — Title(s): Top of ftumb hare D Partner - D Limited D General D Attomey-in-Fact D Trustee D Guardian or Conservator D Other: ei9WNafcnd Notary AwwMion- 9350 DeSotoAva. P.O. flea Z«2 • Ch>B»orth, CA B1313-J<fl2 • ww».nalionalncl«iyi)is H«onl»r Cd TbI-FrM I «M7M827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT f* ss. ., -Jane OM, Niiiwr Put*O Narnols) o( >B personally known to me IH proved to me on the basis of satisfactory evidence JOY M. HUNT Commtoton*14A18M NokvyPuttc-CoNomto SanOtogoCotrty Mr Comm. Expkw Fab 1.2001 to be the person^) whose subscribed to the within instrument and acknowledged to me tha/fi^/aho/thoy executed the same in /fij^nwthefr authorized capacity (fea), andthat by ^hjs^horAhoi^ signature^ on the instrument the person^, or the entity upon behalf of which the acted, executed the instrument. Wl OPTIONAL Though the Information below is not required 6ylaw.lt 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 Title or Type of Document^ Document Date: T #&**« «*4 &*&£&, 0 ~ .f + l*C*A*. Number of Pages: Signer(s) Other Than Named Above:. Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer - Trtle(s): D Partner - D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:_ O I9W Stalfc.nl Notary AxocWon • 9360 De Sou »v»., P.O. Box 2402 • CrKtnmdh, CA 91313-2402 • www niHonalnoHry.ors Raonler: Ol Tl*f rM 1 Chairman Tim Fennell, CEO/General Manager Del Mar Fairgrounds Vice ChurnunRobert Riuch. Managing Director R.A. Raucli AV Aimfiatfv Inc. Treasurer Robot McClvrc. Director San Diego Zooi WiU Animal Park Secretary lima S. Parity; Attorney Ac Ljw James S. Farley Law Offices Anitt Backer, Marketing Direcm Carlsbad Company Storci Pnil Conmira, General Manager San Diego Marriott U Job John Daley, Owner 101 Cale, Oceuxirfc Julian Duwt E«cun»e Director Quail Botanical Ginleiu Steve Gold, General Manajer Hilton La Jolla Ibney Pino Marty Goldman. V.P. of Marketing Harrah i Rinccm Caono eV Retort juanica Hayci, CEO San Marca Chamber of Commerce Nigtlla Hillganh Ph.D. Executive Director Birch Aquarium at Scrippi Evan hnel, Publiiher/CEO North San Diego County Magazine ND California Kevin Ian AMciae Publiiher San DlefO Maptinc Lynn Lee, Director oTSalei PRA San Diego Norrh Laun McDonald Public Aftun Manager Sin Diego Ga It Electric Co. Robert Moore. General Marnier Hilton Garden Inn Carkbad Beach Bob Peckenpugh, Reion Manager Rancho Bernaroo Inn Nance Ircvilhick. Direcror of Salei Four Seaions Reaocf Aviaxa Paul Van EUeren, Haruoo CarlWImton, Piogram Direcror San Diego State Univenity IX OFHOOl i EUeren, Managing Broker Realty, A Corky McMilinC ii Suite Houl icho Bernardo RickMantur Senior Vice Pmident of Operarjom J.C Reiom, Inc PreoderukCEOCami Maroon EXHIBIT "A- tAVTHtNTlC. February 24,2004 City of Carlsbad Attn: Cynthia Haas, Economic Development Director 1635 Faraday Avenue Carlsbad, CA 92008 760-602-2732 Carbbad 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 funds 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: San Diego North Convention and Visitors Bureau Oversees group sales for all geographic markets Groups of more than 10 people $100,000 Total City of Carlsbad Investment $100,000 San Diego North CVB (Match) Total Value $50,000 $150,000 W:\Repotts\Sales\Carisbad Sates Plan FY 2004-05.doc SAN DIECO NORTH CONVENTION & VISITORS BUREAU Executive Office: 360 N. Eicondido Boulevard, Escondido, California 92025-2600 Located At California Center For The Art*, Escondido Voice: 760-745-4741 800-848-3336 Fax: 760-745-4796 Salei Office: 6120 Pasco Del None, Suite L-1. Carlsbad, California 92009-1118 Voice: 760-603-1690 800-848-3336 Fax: 760-603-9570 www.sandiegonorth.com 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: Phone solicitation/prospecting 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: Association: SMERF: Travel Industry: Government: Single property meetings of 10+ people Reward-based travel programs 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 Federal and State employees Sporting Events: Tournaments and competitions, etc. W:\Reports\Sales\Carlsbad Sales Plan FY 2004-05.doc AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES CARLSBAD CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the Carlsbad Convention and Visitors Bureau (CCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of March, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and The Carlsbad Convention and Visitor's Bureau, ("Contractor"). RECITALS A, The Parties desire to extend the terms and conditions of the Agreement for a period of four (4) months, from March 1 , 2006 through June 30, 2006; and B. The CTBID requires the visitor and promotional services provided by Carlsbad Convention and Visitor's Bureau, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of four (4) months beginning March 1 , 2006 through June 30, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitor's Bureau dated June 23, 2004 that is attached hereto as Exhibit 4 and incorporated by reference. Compensation will be made in four monthly installments of thirty-four thousand dollars ($34,000) each month. The first installment shall be payable in the first full week of March. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR (signbere) M CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways Code By: O4./1 #n twefon@ ffj /rran - C^e.. I fa-mail aHHrasst '(e-mail address) **By: ATTEST (sign here) / (print name/title) tfOLLOKA (e-mafriddress) kINE M. WOOD Pro Tem Clerk of the Carisbad Tourism Business Improvement District 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. BALL, General Counsel City Attorney Approved Version W5.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On personally appeared. _ before me,. • ss. U. V.SQURES Conuntaton* 1425060 Notary Pubic -Caltomta San Diego County MyConun. Expires Jun 16,2007 Name and We ol Offl«r(«.o,. \Jane Do«,y Puwicl Name(E)olSigr»r(s) D personally known to me B proved to me on the basis of satisfactory evidence to be the person (s) whose name(s) «/are subscribed to the within instrument and acknowledged to me that ho/ohe/they executed the same in Wa^er/their authorized capacity(ies), and that by k&ber/their signature(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 < OPTIONAL———————————-— UrilUNHL. ———^^————^^—•——— 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 ^ ^? ^ r4TAK i j p/i0' Title or Type of Document: V'S,7»* (jlt,tT0e.5 QvAe'KU Document Date: _ 3. - 9-~~>- Signerfs) Other Than Named Above:. Capacity(ies) Claimed by Signer Signer's Name: D Individual D Corporate Officer — Trtle(s): D Partner — D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing:. of 70 giS * ?&urto*l . Number of Pages:. fcp of thumb here O <999 National Notary Auodallon • 9350 D» Sou Aw., P.O. Bo* 2402 • Chatsmnfi, CA 91313-2402 • wow.NationalNoury.org Prod. No. 5907 Reorder: Call Tol-Frta 1 600-876*827 AGREEMENT FOR PROMOTION OF TOURISM AND VISITOR SERVICES SAN DIEGO NORTH CONVENTION AND VISITORS BUREAU This Agreement between the Carlsbad Tourism Business Improvement District (CTBID) and the San Diego North Convention and Visitors Bureau (SDNCVB) (collectively, the "Parties") is entered into and effective as of the 1st day of March, 2006, extending and applying the terms and conditions of the agreement dated June 23, 2004 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and the San Diego North Convention and Visitor's Bureau, ("Contractor"). RECITALS A. The Parties desire to extend the terms and conditions of the Agreement for a period of four (4) months, from March 1, 2006 through June 30, 2006; and B. The CTBID requires the visitor and promotional services provided by SDNCVB, in the form in which these services were previously provided to the City of Carlsbad. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, Parties agree as follows: 1 . The Agreement is hereby entered into for a period of four (4) months beginning March 1, 2006 through June 30, 2006. 2. The terms and conditions between the parties shall be those set forth in the agreement between the City of Carlsbad and the Convention and Visitor's Bureau dated June 23, 2004 that is attached hereto as Exhibit 4 and incorporated by reference. Compensation will be made in four monthly installments of eight thousand three hundred thirty-three dollars and thirty-three cents ($8,333.33) each month. The first installment shall be payable in the first full week of March. Subsequent installments shall be paid in the first full week of each month, through the term of this agreement. 3. All other provisions of the Agreement, as may have been amended from time to time by the City of Carlsbad, or as may be amended by the Parties, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR *By: /7 « ( /2 (print name/title) (e-rjMil address) CARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT: a Business Improvement District as defined in section 36500 of the California Streets and Highways Code By:HL Chairperson ATTEST; )RRA«vJEyM. WOOD Pro Tern Clerk of the Carlsbad Tourism Business Improvement District '(e-mail address) 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 officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel General Counsel City Attorney Approved Version #05.22.01 JURAT State of California County of J Subscribed and sworn to (orAffirmed) before me on this /p^* day of by ^J#m£s s. t£a.a I < ,200 7 7 personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. COMM. #1529000 Nottry Public • Cattfomi* 1San Diego County - •% Comm. Eartt N»,22. aOQif (seal)