HomeMy WebLinkAbout2007-01-09; Carlsbad Tourism Business Improvement District; 0107-15; Request for Proposal Positioning StudyCARLSBAD TOURISM BUSINESS IMPROVEMENT DISTRICT
AGENDA BILL
AB# 0107-15
MTG 1-09-07
DEPT. ADMIN
SERVICES
TITLE:
REQUEST FOR PROPOSAL
POSITIONING STUDY
CTBID STAFF I £/*»
GENERAL COUNSEL &Z-
RECOMMENDED ACTION:
Adopt Resolution No. 2007-2 approving the distribution of a Request for Proposal for a
positioning study.
ITEM EXPLANATION:
At its November 30, 2006 meeting, the Carlsbad Tourism Business Improvement District
(CTBID) Board of Directors expressed an interest in having a positioning study performed.
In order to accomplish this, staff has prepared the attached Request for Proposal (RFP) for
a positioning study. If the Board approves, the RFP would be distributed on Tuesday,
January 9, 2007, and would be due back to staff three weeks later. All proposals received
would be summarized and prepared for Board subcommittee review in early February. The
subcommittee would review the proposals and make a recommendation to the CTBID
Board at a meeting in February. At that time, the Board could enter into the necessary
contracts for service. The selected contractor(s) could begin work as soon as March 1,
2007.
At this meeting, the Board should review the proposed RFP, recommend any desired
changes or amendments, and adopt the attached resolution.
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)).
FISCAL IMPACT:
The CTBID 2006-07 budget included a line item for contractual services to be determined in
the amount of $429,707. As of the date of this Agenda bill, $168,205 is still available for the
Board to use for any contracts they decide to enter into.
EXHIBITS:
1. Resolution No. 2007-2
2. Request for Proposals - Positioning Study
3. Sample Agreement for Positioning Study
DEPARTMENT CONTACT: Cheryl Gerhardt, 760-602-2409, email cgerh(5)ci.carlsbad.ca.us
EXHIBIT 1
1 RESOLUTION NO. 2007-2
2 A RESOLUTION OF THE CARLSBAD TOURISM BUSINESS
IMPROVEMENT DISTRICT (CTBID) BOARD OF DIRECTORS
APPROVING THE FORM OF, AND AUTHORIZING THE
4 DISTRIBUTION OF, A REQUEST FOR PROPOSAL FOR A
POSITIONING STUDY
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6 WHEREAS, the Carlsbad Tourism Business Improvement District (CTBID) was
7 formed by the City Council of the City of Carlsbad, California on November 15, 2005; and
8 WHEREAS, the CTBID Board of Directors has all of the powers, duties and
9 responsibilities provided to it under the Parking and Business Improvement Area Law of 1989,
10 Section 36500 et seq. of the Streets and Highway Code, and Chapter 3.37 of the Carlsbad
11 Municipal Code; and
12 WHEREAS, the powers of the CTBID Board of Directors include the ability to contract
13 for services directly related to tourism promotion and marketing of the City of Carlsbad as a
14 travel destination; and
15 WHEREAS, the CTBID Board of Directors intends to undertake a marketing program
16 designed to increase tourism activities within the City of Carlsbad; and
17 WHEREAS, the CTBID Board of Directors further intends to contract for services to
18 perform a positioning study; and
19 WHEREAS, the CTBID Board of Directors intends to distribute a Request for Proposal
20 (RFP) seeking responses from parties able to perform a positioning study; and
21 . WHEREAS, the CTBID Board of Directors has reviewed the proposed RFP, and has
22 heard public testimony with regard to the form and content of the RFP; and
23 WHEREAS, the CTBID Board of Directors finds that the form and content of the RFP
24 properly reflects the intent of the Board;
25 NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Carlsbad
26 Tourism Business Improvement District, as follows:
27 1. That the above recitations are true and correct.
2. That the form of the attached RFP (Exhibit 2) is hereby approved by the Board of
Directors.
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3. That staff is directed to distribute the RFP on January 9, 2007.
PASSED, APPROVED, AND ADOPTED at a regular meeting of the Board of
Directors of the Carlsbad Tourism Business Improvement District on the 4 day of
2007, by the following vote to wit:
AYES:
NOES:
ABSENT:
APRIL SHUTE
Chairperson
ATTEST:
Pro Tem Clerk of the
Carlsbad Tourism Business Improvement District
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EXHIBIT 2
GENERAL INFORMATION •
Carlsbad Tourism Business Improvement District
Carlsbad, California
PROPOSALS ARE DUE TO THE ADMINISTRATIVE SERVICES DEPARTMENT PRIOR TO:
January 30, 2007 af 5:00 p.m.
Notice is hereby given that the Carlsbad Tourism Business Improvement District
(CTBID) Board is requesting proposals to perform a Positioning Study for the City
of Carlsbad. The CTBID desires to enter into an agreement for professional
services with a qualified individual(s) or a firm who can demonstrate
competency and experience in providing Positioning Studies.
• Proposals may be submitted via email (as a PDF file) or in hard copy
format.
• All submissions must be signed by an individual with the legal ability to
bind company.
• One signed original plus an electronic copy, or an email with the
appropriate attachments must be submitted.
• Proposals should be received at 1635 Faraday Avenue, Carlsbad, CA
92008 no later than 5:00 p.m. on Tuesday, January 30, 2007.
• No proposal exceeding ten (10) pages (excluding attachments) will be
accepted.
• It is suggested that the proposal packet be addressed as follows:
POSITIONING STUDY
C/O CHERYL GERHARDT
ADMINISTRATIVE SERVICES DEPARTMENT
CITY OF CARLSBAD
1635 FARADAY AVENUE
CARLSBAD, CA 92008
( cgerh(a)ci.carlsbad.ca.us )
• Proposals received after the specified time will not be considered and will be
returned to the contractor. If you have any questions regarding the
Proposals, please contact Cheryl Gerhardt at 760-602-2409.
A committee will evaluate proposals submitted. During the evaluation process,
the CTBID reserves the right, where it may serve the CTBID's best interest, to
request additional information or clarifications from firms submitting proposals.
At the discretion of the CTBID, firms submitting proposals may be requested to
make oral presentations as part of the evaluation process.
The CTBID reserves the right to retain all proposals submitted and to use any
ideas in a proposal regardless of whether that proposal is selected. By
submitting a proposal, the firm is providing a guarantee to the CTBID that, if
chosen, it will be able to provide the proposed services during the period of time
discussed in this Request for Proposal ("RFP"). There is no expressed or implied
obligation for the CTBID to reimburse responding firms for any expenses incurred
in preparing proposals in response to this request.
The CTBID reserves the right to accept or reject any or all proposals for any
reason and then seek new proposals or take other action.
Carlsbad Tourism Business Improvement District
Request for Proposal: Positioning Study
INDEX OF CONTENTS
Appendix A
Background Information
Specifications/Scope of Service
Instructions and Information
Sample Agreement
BACKGROUND INFORMATION
A. General
City of Carlsbad
The City of Carlsbad, California, is located 35 miles north of the City of San Diego
on the southern California coast and is one of the fastest growing cities in the
County of San Diego. The City serves an area of 42 square miles with a
population of over 90,000. According to the 2000 census, Carlsbad's residents
have a median age of 39, with a median income of about $77,000, over 93%
have graduated high school, and about half have graduated college with
bachelor's or higher degrees.
Industries in the area include a major regional shopping center, Legoland
theme park, 21 auto dealers, 35 hotels offering 3,500 rooms for tourist lodging,
high technology, multimedia and biomedical businesses, electronics, golf
apparel and equipment manufacturers, and several business and light industry
parks.
The City of Carlsbad can be found on the web at: www.carlsbadca.gov.
SPECIFICATIONS/SCOPE OF SERVICE
The CTBID was formed to administer marketing and visitor programs to promote
the City of Carlsbad as a tourism visitor destination and to fund projects,
programs, and activities, including appropriate administrative charges, that
benefit hotels within the boundaries of the District. In order to grow this tourism
sector for the City of Carlsbad the CTBID Board wishes to identify a positioning
strategy for Carlsbad that will attract tourists. The CTBID Board intends to obtain
the services of a qualified firm fo perform a study thaf would recommend
positioning directions that could increase tourism in Carlsbad.
Project requirements shall include, but not be limited to, the following:
> Identify insights and ideas from key stakeholders. This may include CTBID
Board members, General Managers of key resorts/hotels, local media, etc.
> Understand why Carlsbad Tourists have chosen to come to Carlsbad and
their approach to travel, their relationship with Carlsbad and what other
destinations they most relate to.
> Understand why tourists have chosen to go to other destinations (such as
Solana Beach, Del Mar, Laguna Beach). What are their perceptions of
Carlsbad?
> Present findings, conclusions and recommendations to CTBID Board. This
presentation should include a range of Carlsbad positioning directions and
development ideas.
A. Specific Requirements
1. The term of the contract shall commence upon award by the CTBID Board.
The firm will be selected by March 2007 and the work is to be completed by
June 2007. The CTBID intends for this service to result in a one- (1) year
contract.
2. The firm shall be fully responsible for maintaining accurate records of all
correspondence, work papers, and other relative evidence. These records
shall become the property of the CTBID upon completion of the study.
3. No work shall be subcontracted without the prior written consent of the
CTBID.
4. The firm agrees to maintain a City of Carlsbad business license for the
duration of the contract.
INSTRUCTIONS AND INFORMATION
A. Firm Information (Submittals)
Proposals may be submitted via email (as a PDF file) or in hard copy
format. All submissions must be signed by an individual with the
legal ability to bind company. One signed original plus an
electronic copy, or an email with the appropriate attachments must
be submitted. No proposals exceeding ten (10) pages (excluding
attachments) will be accepted. It is expected that the successful
bidder will be asked to sign a contract. For informational purposes,
a sample agreement has been included with this RFP. Do not
execute the contract at this time.
The proposal must contain the following specific information:
1. Letter of transmittal signed by an individual authorized to bind the
proposing entity, stating that the Agency has read and will comply with
all terms and conditions of the RFP.
2. General information about the firm, including the size of the
organization, location of offices, years in business, organizational chart,
names of owners and principal parties, and number and position titles
of staff.
3. Qualifications of staff proposed for the assignment, their position in the
firm, and types and amount of equivalent experience. Be sure to
include any municipal agencies they have worked with and their level
of involvement. A description of how overall supervision will be
provided should be included (this can be included as part of an
attachment).
4. A list of the municipal agencies the firm has worked with during the
past three years. Provide the following information for three projects
that are similar in size and scope to the project requested by this
proposal:
a. Name, address, and telephone number of the agency
b. Time period for the project
c. Brief description of the scope of the review
d. Recommended procedures
e. Person to contact for a reference
5. Describe the scope of the services you will provide and the methods
by which you will fulfill them.
6. Clearly describe and outline your fees for the services to be provided.
Also outline billing and payment expectations, including timing and
method of payment.
7. Provide a statement of the services your firm believes differentiates you
from other firms.
8. The selected firm will be required to sign a contract in a form similar to
that presented in Appendix A. Any anticipated changes should be
outlined in the proposal.
C. Evaluation Criteria
A review committee will judge the merit of proposals received in
accordance with the general criteria defined herein. Failure of proposers
to provide in their proposal any information requested in this RFP may
result in disqualification of the proposal. The sole objective of the review
committee will be to select the proposal that is most responsive to the
CTBID's needs.
1. Demonstrated competence and professional qualifications necessary
for satisfactory performance of the work required by the CTBID (primary
determinant).
2. Adequacy and completeness of the proposal with regard to the
information specified in the RFP.
3. Recent experience in successfully performing similar services.
4. Background and related experience of the specific individuals to be
assigned to this project.
5. The total cost will be considered in the analysis, but cost will not be
used as the sole consideration.
As reflected above, contract award will not be based solely on price, but
on a combination of factors as determined to be in the best interest of the
CTBID. After evaluating the proposals and discussing them further with the
finalists or the tentatively selected contractor, the City reserves the right to
further negotiate the proposed work and/or method and amount of
compensation.
D. Scope Changes, Additions, and Deletions
All changes in proposal documents shall be through written addendum
and furnished to all proposers. Verbal information obtained otherwise will
NOT be considered in the award process.
E. Rejection of Proposals
The CTBID reserves the right to accept or reject any or all proposals and to
waive informalities and minor irregularities in proposals received and to
accept any portion of proposal or all items of proposal if deemed in the
best interest of the CTBID to do so.
F. Proprietary Information
Any restrictions on the use of data contained within a proposal must be
clearly stated in the proposal itself. Proprietary information submitted in
response to this RFP will be handled in accordance with applicable City
Procurement Regulations and the California Public Records Act.
G. Response Materials Ownership
All materials submitted regarding this RFP become the property of the
CTBID. Responses may be reviewed by any person at proposal opening
time and after final selection has been made. The City has the right to use
any or all collection ideas presented in reply to this request, subject to the
limitations outlined in Proprietary Information above. Disqualification of a
proposer does not eliminate this right.
H. Incurring Costs
The CTBID is not liable for any cost incurred by proposers prior to issuance
of an agreement, contract, or purchase order.
I. Presentation
All proposals shall be prepared in a comprehensive manner as to content;
however, no necessity exists for expensive binders or promotional material.
All costs, including travel and expenses, incurred in the preparation of this
proposal shall be borne solely by the proposing firm.
J. Schedule of RFP Events
• Release of RFP documents January 9,2007
• Deadline for proposal Submission January 30, 2007
• Commencement of Project March 2007
• Completion of Project June 2007
EXHIBITS
AGREEMENT FOR POSITIONING STUDY
(Insert Name of Contractor)
THIS AGREEMENT is made and entered into as of the day of
, 2007 by and between the CARLSBAD TOURISM BUSINESS
IMPROVEMENT DISTRICT, ("CTBID"), and , a
, ("Contractor").
RECITALS
A. CTBID requires the professional services of a
that is experienced in .
B. Contractor has the necessary experience in providing professional
services and advice related to _.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to CTBID and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CTBID and Contractor agree as follows:
1. SCOPE OF WORK
CTBID retains Contractor to perform, and Contractor agrees to render, those services
(the "Services") that are defined in attached Exhibit "A", which is incorporated by this
reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of from the date first
above written. The CTBID Board Chair may amend the Agreement to extend it for
additional year periods or parts thereof in an amount not to exceed
dollars ($ ) per Agreement
year. Extensions will be based upon a satisfactory review of Contractor's performance,
CTBID needs, and appropriation of funds by the CTBID Board. The parties will prepare
a written amendment indicating the effective date and length of the extended
Agreement.
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EXHIBITS
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be dollars ($ )., No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
The CTBID reserves the right to withhold a ten percent (10%) retention until CTBID has
accepted the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
CTBID. Contractor will be under control of CTBID only as to the result to be
accomplished, but will consult with CTBID as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees
of CTBID for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. CTBID will not make any
federal or state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. CTBID will not be required to pay any workers' compensation insurance
or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify CTBID within thirty (30) days for any
tax, retirement contribution, social security, overtime payment, unemployment payment
or workers' compensation payment which CTBID may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under
this Agreement. At the CTBID's election, CTBID may deduct the indemnification amount
from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of CTBID. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to CTBID for the acts and omissions of Contractor's subcontractor and of
the persons either directly or indirectly employed by the subcontractor, as Contractor is
for the acts and omissions of persons directly employed by Contractor. Nothing
contained in this Agreement will create any contractual relationship between any
subcontractor of Contractor.and CTBID. Contractor will be responsible for payment of
subcontractors. Contractor will bind every subcontractor and every subcontractor of a
subcontractor by the terms of this Agreement applicable to Contractor's work unless
specifically noted to the contrary in the subcontract and approved in writing by CTBID.
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EXHIBITS
8. OTHER CONTRACTORS
The CTBID reserves the right to employ other Contractors in connection with the
Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the CTBID and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense CTBID
incurs or makes to or on behalf of an injured employee under the CTBID's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or CTBID Board Chari approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. CTBID, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1.000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
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EXHIBITS
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for CTBID). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to CTBID's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The CTBID will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to CTBID sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to CTBID's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to CTBID.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then CTBID will have the option to declare Contractor in breach,
or may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by CTBID to obtain or maintain insurance and CTBID may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. CTBID reserves the right to require, at
anytime, complete and certified copies of any or all required insurance policies and
endorsements.
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11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of CTBID during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of CTBID. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to CTBID.
Contractor will have the right to make one (1) copy of the work product for Contractor's
records.
14. COPYRIGHTS
Contractor agrees that all copyrights that.arise from the services will be vested in CTBID
and Contractor relinquishes all claims to the copyrights in favor of CTBID.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of CTBID and on behalf of Contractor under this Agreement.
For CTBID: For Contractor:
Name Name
Title Title
Department Address
City of Carlsbad
Address Phone No.
Phone No.
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EXHIBITS
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
CTBID will evaluate Contractor's duties pursuant to this Agreement to determine
whether disclosure under the Political Reform Act and CTBID's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents, or subcontractors.
Should it be determined that disclosure is required, Contractor or Contractor's affected
employees, agents, or subcontractors will complete and file with the CTBID Clerk those
schedules specified by CTBID and contained in the Statement of Economic Interests
Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the CTBID an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or CTBID will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
CTBID Attorney Approved Version #11.28.06
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resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the CTBID
Manager. The CTBID Manager will consider the facts and solutions recommended by
each party and may then opt to direct a solution to the problem. In such cases, the
action of the CTBID Manager will be binding upon the parties involved, although nothing
in this procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
CTBID may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If CTBID decides to abandon or indefinitely postpone
the work or services contemplated by this Agreement, CTBID may terminate this
Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by CTBID and all
work in progress to CTBID address contained in this Agreement. CTBID will make a
determination of fact based upon the work product delivered to CTBID and of the
percentage of work that Contractor has performed which is usable and of worth to
CTBID in having the Agreement completed. Based upon that finding CTBID will
determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of CTBID, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to CTBID. Contractor will be paid for work performed to the termination date; however,
the total will not exceed the lump sum fee payable under this Agreement. CTBID will
make the final determination as to the portions of tasks completed and the
compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, CTBID will have the right to
annul this Agreement without liability, or, in its discretion, to deduct from the Agreement
price or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
CTBID must be asserted as part of the Agreement process as set forth in this
Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to CTBID, it may be considered fraud
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and Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If CTBID seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for CTBID to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CTBID
and Contractor and their respective successors. Neither this Agreement or any part of it
nor any monies due or to become due under it may be assigned by Contractor without
the prior consent of CTBID, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
(print name/title)
*By:
(sign here) (e-mail address)
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**By: CTBID
(sign here) Carlsbad, California
By:
(print name/title) . CTBID Board Chair
(e-mail address)ATTEST:
LORRAINE M. WOOD
Pro Tern Clerk of the CTBID
If required by CTBID, proper notarial acknowledgment of execution by contractor
must be attached. If a Corporation. Agreement must be signed by one corporate
officer from each of the following two groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering the officer(s) signing to bind the
corporation.
APPROVED AS TO FORM:
RONALD R. BALL, CTBID Attorney
By:
Deputy City Attorney
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EXHIBITS
EXHIBIT "A"
SCOPE OF SERVICES
Itemized List of what Contractor will do for CTBID and at what price.
CTBID Attorney Approved Version #04.01.02
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