HomeMy WebLinkAbout2012/03/13 Item 19~~ ~~, CITY COUNCIL
AGENDA STATEMENT
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s iii. CITY OF
CFiULAVISTA
MARCH 13, 2012, Item
ITEM TITLE: RESOLUTION OF- THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN AGREEMENT BETWEEN THE
CHAMBER OF COMMERCE, ACTING AS THE DESIGNATED
OWNER'S ASSOCIATION FOR THE TOURISM AND
MARKETING DISTRICT, AND THE CITY OF CHULA VISTA
FOR THE ADMINISTRATION AND IMPLEMENTATION OF
ACTIVITIES DESCRIBED IN THE MANAGEMENT DISTRICT
PLAN
SUBMITTED BY:
REVIEWED BY:
DIRECTOR OF ECON MIC DEVELOPMENT
CITY MANAGER
4/STHS VOTE:
YES ~ NO ~X
SUMMARY
Under the Tourism and Marketing District Plan (Plan), the Owners Association is required to
prepare and submit an Annual Report to the City Council The Plan appoints the Chamber of
Commerce as the Owners Association. The Chamber submitted the Tourism and Marketing
District, (TMD) Annual Report to staff in August of 2011 and presented the Annual Report to
City Council on November 15, 2011. The City Council accepted the report on January 10, 2012.
Staff worked with the Chamber to prepare a draft Agreement (Attachment A-1) between the
Chamber of Commerce and the City for City Council's review and consideration on November
15, 2011 and Januazy 10, 2012. The Chamber has worked with staff to develop the forms and
standards that provide structure for future Annual Reports as well as the transparency and clarity
previously requested by the City Manager's Office, and City Council. The proposed Agreement
accomplishes the following:
1) clazifies the relationship between the City and the Chamber/Owners Association,
2) incorporates the Annual Financial Report Form, ,and the Program Status Report
(Attachments B and C),
3) establishes an annual audit of the TMD finances, and
4) establishes the terms for reimbursement to the City for actual costs of collecting and
remitting TMD payments to the Owner's Association as requirements under the proposed
Agreement.
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The Agreement also incorporates requirements for:
1) the TMD board membership to consist of a majority of hotel/motel representatives elected by
the hotel/motel owners,
2) that the Annual Financial and Program Status Reports be approved by the newly constituted
TMD board with a majority of hotel/motel owners, and
3) that the TMD Board develop and approve a process for measuring the impact of the activities
and improvements proposed in the Annual Report and incorporate that process into their
Annual Report to City Council.
If adopted, the proposed Agreement provides clarity and structure for the relationship between
the City and TMD, and between the TMD and hotel/motel owners that was not in the previously
adopted Plan or the Streets and Highways Code. It provides that an audit of the financial
operations of the TMD be made available to the Ciry.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for compliance with
the California Environmental Quality Act (CEQA) and has determined that the activity is not a
Project as defined under Section 15378 of the CEQA Guidelines; therefore pursuant to Section
15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus no
environmental review is necessary.
RECOMMENDATION
That City Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Staff is submitting a revised Agreement between the City and the Owner's Association as
described in the TMD Plan adopted in 2008. Attached for your convenience is a strike out
underline version of the revised Agreement that highlights the revisions (Attachment A-2).
These revisions focus on the intent and spirit of the City Councils comments and direction to
staff on January 10, 2012. The revisions incorporate the requirement:
1) For hotel/motel owners to constitute a majority of the TMD Board,
2) That before each new year, the Goals and Objectives, and Financial Report be adopted by the
TMD Board, and a documented effort be made to reach all Board members, giving them
ample time to attend and participate in that vote, and
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3) That the TMD Board establish a means to evaluate the benefits to the hotel/motel owners and
incorporate that evaluation in future Annual Reports to the City Council.
With these additions, the proposed Agreement provides structure for the relationship between the
City and TMD, and between the TMD and hotel/motel owners that is not provided by the Streets
and Highways Code. The proposed Agreement provides clarity and accountability that was not
included in the TMD Plan adopted in 2009. It also provides hotel/motel owners and the City with
an annual financial audit performed by an independent Certified Public Accountant, and a
consistent set of forms and standards to monitor and evaluate the program and financial activities
of the TMD as approved by a majority of hotel/motel owners. Furthermore, the proposed
Agreement requires that the hotel/motel owners have a democratic opportunity to control the
investment of TMD funds in Activities and potential Improvements that they have a majority
stake in selecting before they come to City Council for review and consideration. The proposed
Agreement provides the framework for all stakeholders to participate democratically and
collaboratively for the prosperity of the Chula Vista hotel/motel industry, with the transparency,
clarity and promise that a healthy TMD can provide the community.
Legal Analysis
1. The Agreement
As stated above, the TMD Plan identifies the Chamber as the Owners' Association.
Streets and Highways Code section 36651 states that, when a management district plan
designates an owners' association, the city and the owners' association shall enter into a contract
to provide the services required of the owners' association in the plan. No formal, written
agreement was entered into when the District was formed in 2009. Accordingly, the City and the
Chamber have negotiated the terms of an agreement that is presented for your consideration
tonight. Prior versions of this agreement were presented to the Council on November 15, 2011
and January 10, 2012. This proposed final version has been revised consistent with the Council's
direction at the January 10, 2012 meeting. As presented, the agreement provides several benefits
to the City, including:
• Annual Report. The Streets and Highways Code requires that the Chamber submit an
annual report to the Council. The agreement adds specificity to this requirement,
including a requirement that the proposed budget be reported in two formats: (i) by major
financial category; and (ii) by activity. (Agreement Exhibit A, section 4.a.)
• Make-up of Governing Body. As previously requested by the Council, the agreement has
been amended to establish a TMD Committee, a majority of the members of which shall
be hotel/motel owner assessee's. The Committee must approve all major decisions,
including the Annual Report (containing the budget, work plan, and goals and objectives
for each year) and the TMD Committee policies. (Agreement Exhibit A, section 8.)
• Audit Requirements. The agreement also imposes an audit requirement on the Chamber,
which is not included in the Streets and Highways Code. Specifically, the Chamber must
annually enlist the services of an independent, licensed, certified public accountant to
conduct a fiscal year financial audit of the CVTMD finances, and provide a copy of the
audit to the City Council. (Agreement Exhibit A, section 7.)
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• Disestablishment. The Streets and Highways Code allows the City to initiate
disestablishment proceedings if the City Council finds there has been misappropriation of
funds, malfeasance, or a violation of law in connection with the management of the
district and a noticed hearing on disestablishment is held. The agreement defines
"malfeasance" to include (with opportunities to cure) the Chamber's failure to comply
with the agreement. (Agreement, section 17.)
• Payment of Operating Costs. The agreement provides that the Chamber will pay
operational costs associated with services provided by the City to the CVTMD. Those
services include: collecting assessments, remitting funds to the Chamber and staff time
and other resources spent assisting the Chamber in prepazing and submitting the Annual
Report to the City Council. (Agreement, section 8.)
• Indemnification. The agreement requires that the Chamber indemnify the City for any
loss or damage that may occur as a result of the Chamber's performance of its obligations
with respect to the TMD.
• Insurance. The agreement requires that the Chamber maintain minimum insurance
coverage, including general liability, workers' compensation and directors' and officers'
liability. (Agreement, section 5.)
• Reservation of Rights. The City retains all rights it currently has under the Streets and
Highways Code to suspend, terminate and dissolve the District. The agreement also
expands on the dissolution right by including breach of the agreement as a basis for
dissolution. [Agreement, section 17(a).]
The above provisions are highlighted to provide the Council with a summary of some of the
terms of the agreement which provide protections and benefits to the City, over and above what
is provided in the Streets and Highways Code. The entire agreement is attached to the Agenda
Statement for the Council's review and consideration.
2. Disestablisbment Options
The Council has requested additional information regarding potential disestablishment of
the CVTMD. Pursuant to the Streets and Highways Code, the City Council may disestablish the
district by resolution, after a public heazing, in either of two circumstances:
(i) The City Council finds there has been misappropriation of funds,
malfeasance, or a violation of law in connection with the management
district plan; or
(ii) Submission, during the 30-day period beginning July 14~h of each year that
the district is in operation, of the written petition of the business owners
who pay 50 percent or more of the assessments levied.
Under either option above, the Council would be required to first adopt a resolution of
intention to disestablish the district. That resolution would state the reason for the
disestablishment, the time and place of the public hearing and a proposal to dispose of assets
acquired with the revenues of the assessments levied within the district. Notice of the hearing
must be given by mail to each business owner subject to district assessment. The public hearing
must be held at least thirty days after mailing the notices and at least sixty days after adoption of
the resolution of intention. (Cal. Sts. & High. Code §36670.)
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Also, City legal, finance and business staff are working to develop administrative
procedures and guidelines to be followed in the event petitions for disestablishment are
submitted during the upcoming cycle. This process will address issues such as, necessary
components of the petitions, who must sign them, and when and to whom they must be
submitted. Staff intends to present draft procedures to the TMD Committee and interested
hotel/motel owners for their input before they are finalized. They will then be presented to the
Council.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is not site
specific and consequently the 500 foot rule found in California Code of Regulations Section
18704.2(a)(1) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
As part of the proposed Agreement, the TMD Owners Association will be reimbursing the City
for current operational costs for assisting the TMD with collecting and remitting TMD fees from
local hotels and motels. Staff estimates that to be approximately $6,300 for the remainder of the
fiscal year. Therefore, as a result of this action, there will be a small positive fiscal impact to the
City's General Fund in this current fiscal year. Since the CVTMD was established, the TOT
revenue in the last reportable fiscal year, 2010 has increased by approximately $200,000.
Additionally, the public-private partnership between the CVTMD and the Ciry has made it
possible to retain a Senior Graphic Designer, at a savings of $50,000 to the City's General Fund.
The partnership serves both agencies and helps maintain a high quality and consistency of
message design at a lower annual cost to each agency.
ONGOING FISCAL IMPACT
As a result of this action, the City will be reimbursed for any costs associated with collecting and
remitting TMD fees through the remaining term of the TMD Plan. Therefore, there will be a
small positive fiscal impact to the City's General Fund over each year of the TMD operation.
Furthermore, a successful CVTMD effort will foster a higher occupancy rate that will in turn
generate greater Transient Occupancy Taxes, as well as sales tax increases and local jobs
creation associated with higher volume of visitor stays and purchases during those stays. The
City's TOT is collected at a corresponding rate of 10%. The General Fund receives $10,000 for
each additional $100,000 in hotel and motel occupancy generated within the City. An
increasingly successful CVTMD will result in a positive impact to the General Fund in future
fiscal years.
ATTACHMENTS
A-1. Proposed CVTMD Agreement
A-2. Strike-out/underline CVTMD Agreement
B Annual Financial Report
C Program Status Report
Prepared by Michael T Meacham, Director of Economic Development and Craig Ruiz, Principal Economic
Development Specialist
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
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City Attorney U
Dated:u -~ / Z
AGREEMENT FOR TOURISM MARKETING DISTRICT
MANAGEMENT SERVICES
BETWEEN
THE CITY OF CHULA VISTA, AND
THE CHULA VISTA CHAMBER OF COMMERCE
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Attachment A-1
AGREEMENT FOR TOURISM MARKETING DISTRICT MANAGEMENT SERVICES
This Agreement for Tourism Marketing District Management services (the "Agreement"), dated
is by and between the City of Chula Vista, hereinafter referred to as
the "City;' and the Chula Vista Chamber of Commerce, hereinafter referred to as "Contractor,"
collectively referred to as the "parties."
RECITALS
A. The City is a California municipal corporation and charter city; Contractor is a private, non-
profitentity.
B. In April 2009, the Chula Vista Chamber of Commerce ("CVCC") and the Chula Vista Convention
and Visitors Bureau ("CVCVB") submitted to the City a petition and Management District Plan
("MDP") for establishment of the Chula Vista Tourism Marketing District ("CVTMD"), proposing
assessments on all lodging businesses in the City, in accordance with the Property and Business
Improvement District Law of 1994, California Streets and Highways Code section 36600, et seq.
(the "1994 Law').
C. On May 12, 2009, the City Council adopted Resolution No. 2009-115, accepting the petition
and declaring its intent to initiate proceedings to establish the CVTMD, in accordance with the
1994 Law.
D. On July 14, 2009, the City adopted Resolution number 2009-177, hereinafter the
"Resolution;' establishing the CVTMD, and providing that assessments be levied as described in
the MDP.
E. Contractor was designated in the MDP as the Owners' Association in accordance with Streets
and Highways Code section 36614.5. As a result, Streets and Highways Code section 36651
authorizes the City to contract with the Owners' Association for provision of CVTMD services.
F. Under the 1994 Law, funds raised by the CVTMD must be spent for the purposes specified in
the Resolution: sales promotions and marketing programs to market Chula Vista as a tourist,
meeting and event destination, and other improvements as set forth in Streets and Highways
Code §36610; funds cannot be diverted to government programs.
G. Contractor is willing to provide services to the City on the terms and conditions set forth in
this Agreement.
AGREEMENT
Now, therefore, the parties agree as follows:
1. Engagement. City hereby retains Contractor to provide the services described in Exhibit
A, and Contractor accepts such engagement.
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2. Term. The term of this Agreement shall begin on September 1, 2011 and end on July 31,
2014. If the CVTMD is disestablished prior to July 31, 2014, this Agreement shall terminate on
the effective date of CVTMD disestablishment, except as provided in sections 23 and 25.
3. Independent Contractor. No relationship of employer and employee is created by this
Agreement; it being understood and agreed that Contractor is an Independent Contractor.
Contractor is not the agent or employee of the City in any capacity whatsoever, and City shall
not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred
by Contractor.
A. Contractor shall have no claim under this Agreement or otherwise, for seniority,
vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical
care, hospital care, retirement benefits, social security, disability, Workers' Compensation,
unemployment insurance benefits, civil service protection, or employee benefits of any kind.
B. Contractor shall be solely liable for and obligated to pay directly all applicable payroll
taxes (including federal and state income taxes) or contributions for unemployment insurance
or old age pensions or annuities which are imposed by any governmental entity in connection
with labor used or which are measured by wages, salaries or other remuneration paid to its
officers, agents or employees and agrees to indemnify and hold City harmless from any and all
liability which City may incur because of Contractor's failure to pay such amounts.
C. In carrying out the work contemplated herein, Contractor shall comply with all
applicable federal and state workers' compensation and liability laws and regulations with
respect to the officers, agents and/or employees conducting and participating in the work; and
agrees that such officers, agents, and/or employees will be considered Independent Contractors
and shall not be treated or considered in any way as officers, agents and/or employees of City.
D. Contractor agrees to perform its work and functions at all times in strict accordance
with all applicable federal, state, county and city laws, resolutions, regulations, titles,
departmental procedures and currently approved methods and practices in the field; and that
the sole interest of City is to ensure that said service shall be performed and rendered in a
competent, efficient, timely and satisfactory manner and in accordance with standards required
by the City.
E. Notwithstanding the foregoing, if the City determines that pursuant to state and
federal law Contractor is an employee for purposes of income tax withholding, City may upon
two (2) weeks' written notice to Contractor, withhold from payments to Contractor hereunder
federal and state income taxes and pay said sums to the federal and state governments.
4. Indemnification.
To the maximum extent allowed by law, Contractor shall defend, indemnify, protect,
defend and hold harmless the City, its elected and appointed officers, agents and employees,
from and against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any alleged acts, omissions, negligence, or willful
misconduct of Contractor, its officials, officers, employees, agents, and contractors, arising out
of or in connection with the performance of its obligations under this Agreement. This
indemnity provision does not include any claims, damages, liability, costs and expenses
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(including without limitations, attorneys' fees) arising from the sole active negligence or sole
willful misconduct of the City, its officers, agents or employees. Also covered is liability arising
from, connected with, caused by or claimed to be caused by the active or passive negligent acts
or omissions of the City, its agents, officers, or employees which may be in combination with the
active or passive negligent acts or omissions of the Consultant, its employees, agents or officers,
or any third party. This indemnity shall survive the termination of this Agreement.
5. Insurance. Contractor must procure insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the work
under this Agreement and the results of that work by Contractor, its agents, representatives,
employees or subcontractors and provide documentation of same prior to commencement of
work. The insurance must be maintained for the duration of the Agreement.
Minimum Scope of Insurance
Coverage must be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence Form
CG0001)
2. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
3. Professional Liability or Errors & Omissions Liability insurance appropriate to
Contractor's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
Minimum Limits of Insurance
Contractor must maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and
(Including operations, property damage. If Commercial General Liability insurance
products and completed with a general aggregate limit is used, either the general
operations, as applicable.) aggregate limit must apply separately to this project/location or
the general aggregate limit must be twice the required
occurrence limit.
2. Workers' Compensation Statutory
Employer's Liability: $1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
3. Directors and Officers $500,000.00 each occurrence
Liability:
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Deductibles and Self-Insured Retentions
Any deductibles orself-insured retentions must be declared to and approved by the City. At the
option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or
Contractor will provide a financial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, and where appropriate, the worker's compensation policies are to contain,
or be endorsed to contain, the following provisions:
1. The City of Chula Vista, its officers, officials, employees, agents, and volunteers are to be
named as additional insureds with respect to liability arising out of work or operations
performed by or on behalf of Contractor including providing materials, parts or
equipment furnished in connection with such work or operations. The general liability
additional insured coverage must be "primary' and must not exclude products /
completed operations.
2. The contractor's General Liability insurance coverage must be primary insurance as it
pertains to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, or
volunteers is wholly separate from the insurance of Contractor and in no way relieves
Contractor from its responsibility to provide insurance.
3. Each insurance policy required by this clause must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice to
City by certified mail, return receipt requested.
4. Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
5. Contractor's insurer will provide a Waiver of Subrogation in favor of the City for each
required policy providing coverage during the life of this contract.
If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions
coverage are written on aclaims-made form:
1. The "Retro Date' must be shown, and must be before the date of the
Agreement or the beginning of work pursuant to the Agreement.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of work under the Agreement.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date' prior to the Agreement
effective date, Contractor must purchase "extended reporting" coverage for
a minimum of five (5) years after completion of work under the Agreement.
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4. A copy of the claims reporting requirements must be submitted to City for
review.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than AV. If insurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines
Insurers (LESLI) with a current A.M. Best's rating of no less than A X. Exception may be made for
the State Compensation Fund when not specifically rated.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on insurance industry
forms, provided those endorsements or policies conform to the contract requirements. All
certificates and endorsements are to be received and approved by City before work
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
Subcontractors
For each subcontractor that Contractor may utilize to perform work required by this Agreement,
Contractor must include the subcontractor as an insured under its policies, or furnish separate
certificates and endorsements for each such subcontractor. All coverage for subcontractors is
subject to all of the requirements included in these specifications.
6. [Not Used.]
7. Conformity with Law.
A. In performing services under this Agreement, Contractor shall observe and comply
with all applicable laws, resolutions, codes and regulations of governmental agencies, including
federal, state, municipal, and local governing bodies, having jurisdiction over the scope of
services, including all applicable provisions of the California Occupational Safety and Health Act.
Contractor shall indemnify and hold City harmless from any and all liability, fines, penalties and
consequences from any of Contractor's failures to comply with such laws, Resolutions, codes
and regulations.
B. If a death, serious personal injury or substantial property damage occurs in
connection with Contractor's performance of this Agreement, Contractor shall immediately
notify the City. Contractor shall promptly submit to City a written report, in such form as may be
required by City of all accidents which occur in connection with this Agreement. This report
must include the following information:
(1) Name and address of the injured or deceased person(s);
(2) Name and address of Contractor's sub-contractor, if any;
(3) Name and address of Contractor's liability insurance carrier; and
(4) A detailed description of the accident and whether any of City's equipment, tools, material,
or staff were involved.
C. Contractor further agrees to take all reasonable steps to preserve all physical
evidence and information which may be relevant to the circumstances surrounding a potential
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claim, while maintaining public safety, and to grant to the City the opportunity to review and
inspect such evidence, including the scene of the accident.
8. Assessments, Costs and Payment. The City shall collect the assessments in accordance
with the 1994 Law, the Resolution and the MDP. City shall forward to Contractor all CVTMD
assessment funds collected, within thirty-days of collection. The City shall not be responsible or
liable for determining the accuracy or adequacy of the amount of funds remitted to the City by
the assessees. The City's only responsibility shall be to forward the funds remitted to the
Contractor. Contractor shall account for all CVTMD funds separately from all other funds, in
order to provide a transparent audit trail.
Beginning January 2012, Contractor will pay the City for all actual operational costs
associated with services provided by the City to the CVTMD. Those services include: collecting
assessments, remitting funds to Contractor and staff time and other resources spent assisting
Contractor in preparing and submitting the Annual Report to the City Council ("Standard
Services'). The amount billed to Contractor for such services shall be capped at 3 percent of
annual TMD revenues received by Contractor for on-going services on a fiscal year basis; it is
currently estimated to total $6,300 for January through June 2012. Should the Parties agree that
the City will perform additional services for the CVTMD beyond the scope of the Standard
Services described in this Agreement, the Contractor will pay the City for the cost of those
additional services and the three percent annual cap shall not apply to those services. The City
will invoice Contractor quarterly for all City services performed relating to the CVTMD.
Contractor shall pay the City in-full, within 30 days of the date of the invoice. If the City does not
receive payment within 30 days, the City shall deduct the amount owed from the assessments
collected in the following month. The City will then remit the monthly assessments, less any
amounts past due, to the Chamber.
In the event that bonds are issued pursuant to the MDP, the City and Contractor shall
meet and confer to determine how the City's costs shall be allocated.
9. Taxes. Payment of all applicable federal, state and local taxes shall be Contractor's sole
responsibility.
10. Conflicts of Interest. Contractor covenants that neither it nor any of its principals or
members of its Board of Directors presently has an interest, and shall not have any interest,
direct or indirect, which would conflict in any manner with performance of services required
under this Agreement. The Parties understand that members of Contractor's Board of Directors
are business owners who will benefit from the services provided by the CVTMD. Such benefit
shall not be considered a direct or indirect interest for purposes of this Agreement. Contractor
shall comply with all applicable conflicts of interest laws in performing its obligations under this
Agreement.
11. Notices. All notices, requests, demands, or other communications under this Agreement
shall be in writing. Notices shall be given for all purposes as follows:
A. Personal delivery: When personally delivered to the recipient, notices are effective on
delivery.
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B. First Class Mail: Notice may be mailed first class to the recipient's address, set forth in
section 11.E., below, in which case notice is effective three (3) mail delivery days after deposit in
a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail,
return receipt requested, notice is effective on receipt, if delivery is confirmed by a return
receipt; if it is not confirmed by a return receipt, notice will be effective on the third day after
deposit in a United States Postal Service office or mailbox.
C. Overnight Delivery: When delivered by overnight delivery with charges prepaid or
charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the
delivery service; if delivery is not confirmed by the delivery service, notice will be effective two
days after mailing.
D. Facsimile transmission: When sent by facsimile to the facsimile number of the
recipient, as provided in section 11.E., below, notice is effective on receipt. However, notice by
facsimile can only be effected if: (a) a duplicate copy of the notice is promptly given by first-class
or certified mail or by overnight delivery, or (b) the receiving party delivers a written
confirmation of receipt. Any notice given by facsimile shall be deemed received on the next
business day if it is received after 5:00 p.m. (recipient's time) or on anon-business day.
E. Addresses and facsimile numbers for purpose of giving notice are as follows:
To City: To Contractor:
City of Chula Vista Chula Vista Chamber of Commerce
276 Fourth Avenue 233 Fourth Avenue
Chula Vista, CA 91910 Chula Vista, CA 91910
Attn: City Manager 619-420-1269
Facsimile: 619-409-58 84
12. Equal Employment Opportunity Practices Provisions. Contractor certifies that it is in
compliance with the Equal Employment Opportunity Requirement of Executive Order 11246, as
amended by Executive Order 11375 and supplemented 145CFR, Part 60, Title VII of the Civil
Rights Act and any other federal or state laws pertaining to equal employment opportunity and
that it shall not discriminate against any employee or applicant for employment on the basis of
race, color, religion, age, sex, national origin, ancestry, marital status, political affiliation or
physical or mental condition, in matters pertaining to recruitment, hiring, training, upgrading,
transfer, compensation or termination.
A. Contractor shall, in all solicitations or advertisements for applicants for employment placed as
a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified
applicants will receive consideration for employment without regard to their race,creed, color,
disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status,
political affiliation, or any other non-merit factor.
B. Contractor shall, if requested to so do by the City, certify that it has not, in the
performance of this Agreement, discriminated against applicants or employees because of their
race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era
Veteran's status, political affiliation, or any other non-merit factor.
C. If requested by the City, Contractor shall provide the City with access to copies of all
of its records pertaining or relating to its employment practices, except to the extent such
records or portions of such records are confidential or privileged under state or federal law.
D. Nothing contained in this Agreement shall be construed in any manner so as to
require or permit any act which is prohibited by law.
E. Contractor shall include the provisions set forth in this Section in each of its
subcontracts.
19-13
13. Compliance with Licensing Requirements. Contractor shall comply with all necessary
licensing requirements and shall obtain appropriate licenses and display the same in a location
that is reasonably conspicuous, and file copies of same with the City.
14. Audits and Records Access.
A. Contractor shall make available to the City, its authorized agents, officers, or
employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled
checks, and other records or documents evidencing or relating to the expenditures and
disbursement of CVTMD assessment funds, and shall furnish to the City, within sixty (60] days
after examination, its authorized agents, officers or employees such other evidence or
information as the City may require with regard to any such expenditure or disbursement
charged by Contractor.
B. Contractor shall maintain full and adequate records in accordance with City
requirements to show the actual costs incurred by the Contractor in the performance of this
Agreement. If such books and records are not kept and maintained by Contractor within the
City, Contractor shall, upon request of the City, make such books and records available to the
City for inspection at a location within City. Contractor shall provide such assistance as may be
reasonably required in the course of such inspection. The City further reserves the right to
examine and re-examine said books, records and data during the four (4) year period following
termination of this Agreement or completion of all work hereunder, as evidenced in writing by
the City, and Contractor shall in no event dispose of, destroy, alter, or mutilate said books,
records, accounts, and data in any manner whatsoever for four (4) years after the City makes
the final or last payment or within four (4) years after any pending issues between the City and
Contractor with respect to this Agreement are closed, whichever is later.
[Remainder of Page Intentionally Left Blank.]
19-14
C. Annually, at the conclusion of the fiscal year (the "audit year"), Contractor shall enlist
the services of an independent, licensed, certified public accountant to conduct a fiscal year
financial audit of the CVTMD finances for the audit year. The audit report shall include aline-
item schedule detailing all expenditures, including a comparison of all expenditures with the
specific amounts and activities, as proposed in the Annual Report. In addition, the audit shall
verify that the activities on which the CVTMD funds were expended during the audit year
comply with Street and Highways Code section 36613 and with the MDP. Contractor shall
provide a copy of the audit to the City Council each year within 90 days following the end of the
audit year. Thus, Contractor shall submit an audit report for fiscal year 2011-2012 by September
30, 2012; an audit report for fiscal year 2012-2013 by September 30, 2013; and an audit report
for fiscal year 2013-2014 by September 30, 2014.
15. Documents and Materials. Contractor shall maintain and make available to City for its
inspection and use during the term of this Agreement, all documents, materials relating to the
CVTMD, including related electronic transmissions and data, that are in its possession or control
("Documents and Materials'). Contractor's obligations shall continue for four (4) years following
termination or expiration of this Agreement, and Contractor shall in no event dispose of,
destroy, alter or mutilate said Documents and Materials; for four (4) years following the City's
last payment to Contractor under this Agreement.
16. Time of Essence. Time is of the essence in respect to all provisions of this Agreement
that specify a time for performance; provided, however, that the foregoing shall not be
construed to limit or deprive a party of the benefits of any grace or use period allowed in this
Agreement.
17. City's Reserved Rights.
(a) Termination/Disestablishment. City has and reserves the right to suspend, terminate or
abandon the execution of any work by Contractor upon adoption of a resolution disestablishing
the CVTMD pursuant to Section 36670 of the 1994 Law. Per the 1994 Law a resolution to
disestablish the CVTMD may only be adopted if (1) the City Council finds there has been
misappropriation of funds, malfeasance, or a violation of law in connection with the
management of the district and a noticed hearing on disestablishment is held, or (2) in the
thirty-day period following the anniversary of the district's formation, businesses paying fifty
percent or more of the assessment file a written protest with the city and a hearing on
disestablishment is held. The failure of Contractor to comply with any material term of this
Agreement shall constitute "malfeasance," as that term is used in the 1994 Law and, as such,
shall be grounds for the City to initiate disestablishment proceedings. Notwithstanding the
foregoing City must first provide the Contractor with an opportunity to cure such failure and to
comply with this Agreement, pursuant to section 25 hereof. If Contractor takes timely action to
cure its default, City shall not proceed with disestablishment. In the event that Contractor
commits in excess of two material breaches of the Agreement within any contract. year,
Contractor shall lose its Section 25 cure rights. In the event the City disestablishes the CVTMD,
Contractor shall be entitled to retain CVTMD revenues only for paying the Contractor's then
existing liabilities incurred consistent with the CVTMD Plan and a properly authorized budget of
the CVTMD. Pursuant to the 1994 Law, Contractor shall refund to City any remaining CVTMD
revenues or any revenues derived from the sale of assets acquired with CVTMD revenues to
enable distribution of the revenues to the businesses which paid the assessment.
19-15
(b) Modification of Annual Report and/or Improvements and Activities. City has and
reserves the right to (1) modify Contractor's annual report in accordance with Section 36650(c)
of the 1994 Law; and/or (2) modify the improvements and activities to be funded in any given
year, in each case after holding a public hearing in accordance with the procedures set forth in
Section 36636 of the 1994 Law. If the City makes modifications that are contrary to the terms of
the Management District Plan, the City shall comply with the Plan modifications provisions in
Section 36636 of the 1994 Law. Any such modification that includes a levy of a new or increased
assessment must also comply with the procedures set forth in Section 36623 of the 1994 Law.
18. Choice of Law. This Agreement, and any dispute arising from the relationship between
the parties hereto, shall be governed by the laws of the State of California.
19. Advertising or Publicity. Contractor shall not use, reproduce or copy the seal of the City
and shall not represent the City in an official capacity as spokesperson or officer or agent or use
the name City of Chula Vista, or the names of the City's officers, directors, employees or agents,
in advertising or publicity releases or otherwise without securing the prior written consent of
the City in each instance unless set forth in this Agreement. Nothing in this section prohibits
Contractor from using the name Chula Vista Tourism Marketing District or City of Chula Vista for
regional identification for promotion and marketing of the CVTMD.
20. Entire Agreement. This Agreement, including all attachments, exhibits, and any other
documents specifically incorporated into this Agreement, shall constitute the entire agreement
between City and Contractor relating to the subject matter of this Agreement. As used herein,
Agreement refers to and includes any documents incorporated herein by reference and any
exhibits or attachments. This Agreement supersedes and merges all previous understandings,
and all other agreements, written or oral, between the parties and sets forth the entire
understanding of the parties regarding the subject matter thereof. This Agreement may not be
modified except by a written document signed by both parties.
21. Modification of Agreement. This Agreement may be supplemented, amended or
modified only by mutual agreement of the parties; however, this Agreement shall be subject to
any amendments to the CVTMD Management District Plan adopted by the City Council. No
supplement, amendment or modification of this Agreement, except fora duly adopted
amendment to the CVTMD Management District Plan, shall be binding unless it is in writing and
signed by authorized representatives of both parties.
22. Subcontracting/Assignment. Contractor shall not subcontract, assign or delegate any
portion of this Agreement or any duties or obligations hereunder without the City's prior written
approval, and subject to City's sole discretion.
A. Neither party shall, on the basis of this Agreement, contract on behalf of or in the
name of the other party. Any agreement that violates this Section shall confer no rights on any
party and shall be null and void.
B. Contractor shall remain fully responsible for compliance by its subcontractors with all
the terms of this Agreement, regardless of the terms of any agreement between Contractor and
its subcontractors.
19-16
23. Survival. The obligations of this Agreement, which by their nature would continue
beyond the termination or expiration of the Agreement, including without limitation obligations
regarding indemnification, ownership of documents, and conflict of interest, shall survive
termination or expiration for two (2) years. 24. Severability. If a court of competent jurisdiction
holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part
for any reason, the validity and enforceability of the remaining provisions, or portions of them,
will not be affected, unless an essential purpose of this Agreement would be defeated by the
loss of the illegal, unenforceable, or invalid provision.
24. Severability. If a court of competent jurisdiction holds any provision of this Agreement
to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and
enforceability of the remaining provisions, or portions of them, will not be affected, unless an
essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable,
or invalid provision.
25. Termination for Cause. If, through any cause, Contractor shall fail to fulfill in a timely
and proper manner Contractor's obligations under this Agreement, or if Contractor shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right to
terminate this Agreement by giving written notice to Contractor of such termination and
specifying the effective date thereof at least fifteen days before the effective date of such
termination. Contractor shall have ten days from the notice date to cure the violation(s). Upon a
showing of a good faith effort toward curing the violation(s), the City Manager may, in his or her
sole discretion, extend the deadline by which the Contractor must cure. Any such extension shall
be valid only if in writing and signed by the City Manager, or designee. If Contractor does not
cure the violation(s) to the City's satisfaction, City shall be entitled to terminate the Agreement
without further notice. In addition, such violation and failure to cure shall constitute
"malfeasance," pursuant to Section 17., above.
26. Attorneys' Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an amount
equal to reasonable attorneys' fees and court costs incurred. The "prevailing party" shall be
deemed to be the party who is awarded substantially the relief sought.
27. Capacity of Parties. Each signatory and party to this Agreement warrants and
represents to the other party that it has legal authority and capacity and direction from its
principal to enter into this Agreement, and that all necessary resolutions or other actions have
been taken so as to enable it to enter into this Agreement.
[Remainder of Page Intentionally Left Blank.]
19-17
City of Chula Vista
By
James Sandoval
Title: City Manager
Date:
Chul Vi Chamber of Commerce
By~toa-
L',so. Cohe ~-.
(Print Name)
Title: L~0
Date:3 rd ~o~ a
19-18
EXHIBIT A
Scope of Services
Contractor shall provide the following services:
1. Contractor shall cooperate with City and City staff in the performance of all work hereunder.
2. Contractor will provide projects, programs and activities that benefit lodging establishments
within the CVTMD in accordance with the CVTMD Management District Plan attached hereto
and any subsequent amendments thereto.
3. Contractor will provide and fund such additional projects, programs and activities to promote
tourism in Chula Vista as may be made possible through other non-assessment funding sources.
These other funds must be accounted for separately from assessment funds.
4. Contractor shall perform responsibilities under the Property and Business Improvement
District Law of 1994 (the "Law") including but not limited to:
a. Preparation of the Annual Report required by section 36650 of the Law. The Annual Report
shall include any recommended changes to boundaries, the improvements and activities to be
provided for that fiscal year, an estimate of cost for providing the improvements and activities,
the method and basis of levying the assessment in sufficient detail to allow each business owner
to estimate the amount of the assessment to be levied against his/her business for that fiscal
year, the amount of any surplus or deficit revenues to be carried over from a previous fiscal
year, and the amount of any contributions to be made from sources other than assessments.
The Annual Report shall also include the proposed budget for the upcoming fiscal year,
describing the specific activities to be funded by TMD assessments. The proposed budget shall
be reported in two formats: (i) by major financial category; and (ii) by activity. The proposed
budget shall be in the format set forth in Exhibit B, with additional line items added, if
appropriate. The Annual Report shall be filed with the City Clerk and presented to the City
Council for approval.
b. Seeking and retaining subcontractor(s) to prepare the Annual Report.
c. Delivering the Annual Report at least thirty (30) days preceding the fiscal year for which
assessments are to be levied and collected to pay the costs of the improvements.
5. Contractor shall develop and maintain financial records related to receipt and/or expenditure
of all funds received from City.
6. Subject to the City's approval, Contractor may retain subcontractors to deliver the services
herein; however, Contractor shall remain fully responsible for compliance by its contractors with
all the terms of this Agreement, regardless of the terms of any agreement between the
Contractor and its subcontractor.
7. Annually, Contractor shall enlist the services of an independent, licensed, certified public
accountant to conduct a fiscal year financial audit of the CVTMD finances. The audit report shall
include a line-item schedule detailing all expenditures, including a comparison of all
19-19
expenditures with the specific amounts and activities designated in the MDP. In addition, the
auditor shall verify that the CVTMD funds were used in accordance with the CVTMD Plan and
the Annual Report to the City Council for the fiscal year which is the subject of the audit.
Contractor shall provide a copy of the audit to the City Council each year within 90 days
following the end of the fiscal year which is the subject of the audit.
S. TMD Committee.
a. In General. Contractor shall form and maintain in effect throughout the
existence of the CVTMD a committee (the "TMD Committee'). The TMD Committee shall
include representatives from assessed hotels and motels ("Hotel/Motel Representatives'), in
sufficient number to comprise a majority of the voting members of the committee at all times.
b. 4uorum Requirements. Attendance by a majority of the Hotel/Motel
representatives shall be required for a quorum of the TMD Committee. Notwithstanding the
foregoing, provided that Contractor's bylaws include provisions for adequate advance notice of
committee meetings, in the event of repeat absences by one or more Hotel/Motel
Representatives, such bylaws may also include reasonable provisions to allow for TMD
Committee action notwithstanding the fact that a majority of Hotel/Motel representatives are
not in attendance. For purposes of this Section, "adequate advance notice' shall mean notice by
mail, email, or other electronic means at least three (3) days prior to the meeting.
c. Election of Hotel/Motel Representatives. Hotel/Motel Representatives shall be
elected by vote of the assessed hotels/motels in accordance with a qualifications system and
process that assures representation on the TMD Committee of across-section of Chula Vista
hotel/motel industry types determined by using accepted industry standards (e.g., number of
rooms, revenue per available room, average daily rate, and/or other industry relevant
hotel/motel type indicators). One of the Hotel/Motel Representatives may be appointed by
Contractor provided that such party is an authorized representative of at least one Chula Vista
hotel/motel and the Chula Vista hotel(s)/motel(s) that such party represents is/are not also
represented by a directly elected Hotel/Motel Representative.
d. Required Approval of Maior Decisions. TMD Committee approval shall be
required, at a minimum, for the following: (1) prior to submittal to the City Council for
consideration, each year's Annual Report, including, without limitation, the budget and
description of that year's proposed improvements and/or activities, goals and objectives, and a
mechanism for evaluating the benefits of such improvements and/or activities to the assessed
hotels/motels.; and (2) TMD Committee policies, which shall include, at a minimum, provisions
for the notice and conduct of meetings, and the Hotel/Motel Representatives election process,
consistent with the terms of this Agreement.
19-20
Chula Vista Tourism Marketing District
Proposed Budget FY 2011-12
Revenues:
Projected Assessments $420,764.49
Assessments Carried from Prior Years $444.80
Total Funds Available FY 2011-12 $421,209.29
Expenditures:
Personnel Cost: (Programatic and Administrative)
Salaries
Benefits
Payroll Taxes
Office/Formation
$195,662.33
$62,476.21
$19,065.04
Total Personnel Cost $277,203.58
Business Costs $16,590.85
Formation Expense $50,000.00
Consultants - $0.00
E/0 and D/0 Insurance $4,583.47
Attorney Services $9,535.00
City of CV Administrative Support $6,300.00
Total Office/Administrative $ 87,009.32
Advertising/Marketing:
Parade Band Review Festival $5,000.00
Marketing Collaboration with City of Chula Vista $50,000.00
Total Advertising $ 55,000.00
Total Proposed Expenses FY 2011-12 $ 419,212.90
Reserves/Contingencies $ 1,996.39
19-21
1D Activities Prop. Budeet FY 2011-12
Parade Band Review Festival
Marketing Senior Graphic Designer
Visitor Center Operations
Sales and Marketing
Office /Administrative
Total Proposed Expenses FY 2011-12
Staffing
City of Chula Vista Senior Graphic Designer
CEO
General Manager, Chula Vista Convention & Visitors Bureau
Manager, Chula Vista Visitors Center
Bookkeeper
Information Specialist (2 positions)
Secretary
Direct Indirect Total
$5,000.00 $5,000.00
$50,000.00 $50,000.00
$151,377.52 $151,377.52
$ 125,826.06 $ 125,826.06
$ 87,009.32 $ $ 87,009.32
$ -
$293,386.84 $125,826.06 $419,212:90
Funded TMD
45%
33%
100%
100%
100%
100
Funded from
Other Chamber Funds
0%
67%
100%
19-22
A-I~Fo.chw~evt 4- 1k - 2
Amendments to CVTMD Contract -March 8, 2012
T-o~z~~cr1a~-i1 ,r
~.t~
Body of Agreement
17. T ...............m:. _. ~_'~':.'~:°:_n`_City's Reserved Rights.
(a) Termination/Disestablishment. City has and reserves the right to suspend,
terminate or abandon the execution of any work by Contractor upon adoption of a
resolution disestablishing the CVTMD pursuant to Section 36670 of -the 1994 Law. Per
the 1994 Law ~ct~}s-a resolution to disestablish the CVTMD may only be adopted if (1)
the City Council finds there has been misappropriation of funds, malfeasance, or a
violation of law in connection with the management of the district and a noticed hearing
on disestablishment is held, or (2) in the thirty-day period following the anniversary of
the district's formation, businesses paying fifty percent or more of the assessment file a
written protest with the city and a hearing on disestablishment is held. The failure of
Contractor to comply with this-any material term of this Agreement shall constitute
"malfeasance," as that term is used in the 1994 Law and, as such, shall be grounds for the
n_: ^..,.
City to initiate disestablishment proceedings. Notwithstanding the foregoing,-~~
_ ^~^'- ~-^^°~~'~^^s the= City shall-must first provide the Contractor with an
opportunity to cure such failure and to comply with this Agreement, pursuant to section
25 hereof. If Contractor takes timely action to cure its default, City shall not proceed
with disestablishment. In the event that Contractor commits in excess of twohreewo
material breaches of the Agreement within any contract year, Contractor shall lose its
Section 25 cure rights._-In the event the City disestablishes the CVTMD, Contractor shall
be entitled to retain CVTMD revenues only for paying the Contractor's ~r~r=rthen
existing liabilities incurred consistent with the CVTMD Plan and a properly authorized
buffet of the CVTMD. Pursuant to the 1994 Law, Contractor shall refund to City any
remaining CVTMD revenues or any revenues derived from the sale of assets acquired
with CVTMD revenues to enable distribution of the revenues to the businesses which
paid the assessment.
(b) Modification of Annual Report and/or Improvements and Activities. City has and
reserves the right to (1) modify Contractor's annual report in accordance with Section
36650(c) of the 1994 Law• and/or (2) modify the improvements and activities to be
funded in any given year in each case after holding a public hearing in accordance with
the procedures set forth in Section 36636 of the 1994 Law. If the Citv makes
modifications that a~-e conh~ary to the terms of tihe Management District Plan, the City
shall comply with the Plan modifications provisions in Section 36636 of the 1994 Law.
Any such modification that includes a levy of a new or increased assessment must also
comply with the procedures set forth in Section 36623 of the 1994 Law.
1
19-23
Exhibit A
Scope of Services
TMD ^rdCommittee.
a. In General. Contractor shall form and maintain in effect throughout the
existence of the CVTMD a ~ a, '°°--- ~°°-~' committee (the "TMD m~~rT
HearelCommittee") The TMD ^~mCommittee shall include representatives
from assessed hotels and motels (`Hotel/Motel Representatives"), in sufficient number to
comprise a majority of the voting members of the-Ix3a~ committee of all times.
b Quorum Requirements Attendance by a maiority of the f~IotellMotel
rRepresentatives shall be required for a quorum of the TMD ^~s~~,=, ~o~~~Committee.
Notwithstanding the foregoing provided that T^^^ na~'^"" °^ "'Contractor's bylaws
include provisions for adequate advance notice of committee-bc~ar~l meetings, in the event
of reReat absences by one or more Hotel/Motel Representatives, such bylaws may also
include reasonable provisions to allow for TMD~d Committee action
notwithstanding the fact that a majority of Hotel/Motel rRepresentatives are not in
attendance.
~~s For purposes of this Section "adequate advance notice" shall mean email or od~er
electronic means at least three (3) dlys prior to the meeting and posting notice of the meeting in
accordance with the provisions of the Ralph M Brown Act If no electronic means of ul'oviding
notice to a committee member are available personal delivery or overniuht delivery service may
be used in such cases the notice shall be delivered at least three (3) days urior to the meeting.
9- c Election of Hotel/Mote] Representatives. Hotel/Motel Remresentatives
shall be elected by vote of the assessed hotels/motels in accordance with a qualifications
s~~tem and process that assures representation on the TMD r^ro' ~~~--a'~.am-Committee
of across-section of Chula Vista hotel/motel industry types determined by using accepted
industry standards (e g number of rooms revenue per available room average daily rate
and/or other industry relevant hoteUmotel type indicators). r' ~'°°°'°- °°~°°°'''°' °°"'~
r ~'r
. One of the Hotel/Motel Representatives maybe
pointed by Contractor provided that such party is an authorized representative of at
least one Chula Vista hoteUmotel and the Chula Vista hotel(s)/motel(s) that such party
represents is/are not also represented by a directly elected Hotel/Nlotel Representative.
~& d Required Approval of Major Decisions. TMD t~i3c~d-~~Committee
approval shall be required at a minimum for the following: (1) prior to submittal to the
City Council for consideration each year's Annual Report including, without limitation,
2
19-24
the budget and description of that year's proposed improvements and/or activities goals
and objectives and a mechanism for evaluating the benefits of such improvements and/or
activities to the assessed hotels/motels.C '-°~'^° ^ ° '^ °^'^''":'' ^ ° `^ ° "' '^'°
C e ~.
- --~- o• a r.t,. :a°a a ^,^ gran a,,,ao,~ u"^~" "s-; and (2) "I~MD
a.:~er~BeardCommittee l;rlaws-policies which shall include at a minimum
provisions for the notice and conduct of meetings, and the Hotel/Motel Representatives
election process consistent with the terms of this Agreement.
19-25
Attachment B
Chula Vista Tourism Marketing District
Proposed Budget FY 2011-12
Revenues:
Projected Assessments $420,764.49
Assessments Carried from Prior Years $444.80
Total Funds Available FY 2011-12 $421,209.29
Expenditures:
Personnel Cost: (Programatic and Administrative)
Salaries
Benefits
Payroll Taxes
Office/Formation:
Business Costs
Formation Expense
Consultants -
E/0 and D/0 Insurance
Attorney Services
City of CV Administrative Support
Total Office/Administrative
$195,662.33
$62,476.21
$19,065.04
Total Personnel Cost $277,203.58
Advertising/Marketing:
Parade Band Review Festival
Marketing Collaboration with City of Chula Vista
$16,590.85
$50,000.00
$0.00
$4,583.47
$9,535.00
$6,300.00
$5,000.00
$50,000.00
$ 87,009.32
$ -
Total Advertising $ 55,000.00
Total Proposed Expenses. FY 2011-12 $ 419,212.90
Reserves/Contingencies $ 1,996.39
19-26
'D Activities Prop Budget FY 2011-12
Parade Band Review Festival
Marketing Senior Graphic Designer
Visitor Center Operations
Sales and Marketing
Office /Administrative
Total Proposed Expenses FY 2011-12
Staffing
City of Chula Vista Senior Graphic Designer
CEO
General Manager, Chula Vista Convention & Visitors Bureau
Manager, Chula Vista Visitors Center
Bookkeeper
Information Specialist (2 positions)
Secretary
Direct Indirect Total
$5,000.00 $5,000.00
Sso,ooo.oo $so,ooo.oo
$151, 377.52 $151, 377.52
$ 125,826.06 $ 125,826.06
$ 87,009.32 $ $ 87,009.32
$ -
$293,386.84 $ 125,826.06 $419,212.90
Funded from
Funded TMD Other Chamber Funds
45°/a 0%
33% 67%
100%
100%
100%
100
100%
19-27
Goal Objectives Tar et _ Status __
i
1 partnership with the San Collaboration with the City of Chula Vista to bring j To CouncilDec 13, ~ Approved/
Diego Sports Coznmission I visitors to our city and fill up the hotels/motels. "If you i 2011 ~i 10046 goal
play in Chula Vista, stay in Chula Vista!° ~ ~ achieved
2 Annual Pazade Band Review i' bxpand tha testival to a 2-day event. Day 1 would be the ~ November 2012 ! In Progress/
Community Festival !Parade Band review, and Da 2 would be the Field Band ~ 50%a goal
i review, Two-day event would invite people to stay in ~ i achieved
~ Chula Vista's hotek/motels and shop and dine in our city i,
The first yeaz,1Dbands competed; the second yeaz, there i ~
were 21 bands. Goal is 44 competing bands. ~ _ -
3 Partnerships with the City of I Collaboration between the City of Chula Vista, the Chula ~ Cxuxent/Ongoing II 10~rogress/
Chula Vista for "one voice, one ~ Vista Chamber of Commerce and CONVIS for ;
sound° consistent marketing 'multimedia coverage to further mazket the City of Chula i completa
efforts. i Vista,i.e.press,radio,television,maa>inesandpromotional
~ material, ._ i ,~._-...
4 Work with Hotels/Motels on ~ People aze looking for environmentally-friendly places to i Current/Ongoing i 3.696~e~/
becoming verified ChvIa Vista ~ stay. completr
ChF.AN Businesses. _ i - -
~ Visitor Information Center Make the Center a convenient resource for visitors and I Cusent/Ongoing 1D046
Open 7 Days/Week_ I residents alike. ~ complete
(o Visitors select Chula Vista as Add a phone to make a reservation dirzetlyyw_ith one of~ February 2012 I, In Progress/
a destination and maintain or Chula Vista's hotels/motels (workizxgwithAKk:S) Update ihotels/motels aze com lete
lengthen the duration of their ~ hoteUmotel display unit. I P
I ~ signed up.) ~
stay. __ ~ .__ ~ --
'] Fully staffVisitor Centerwith I The ultimate objective is to ensure that the Chulz Vista I Currenr/Ongoing~ 10046
trained, friendly, professional, Visitor Information Center (VIC) and Chula Vista I I Complete
and bilingual staff. ~ Convention &Visitors Bureau (CONVIS) supports and ~
promotes Chvla Vista's sales and mazkcting efforts by i j
responding to visitor inquiries in a professional, friendly, i
accuzare and timely manner'- _ _
$ Increase mazketiag materials The VIC and CONVIS will be able to render valuable ;March 2012/ ! In Progress/
(brochures, flyers, maps, etc.) information and servicas to visitors fium azound the world ~ Ongoing 1046
Update materials on a regulaz~ ~ and projcd a positive image while representing the City i complete
basis. I of Chula Vista, San Diego County &. Port of San Diego.. I ~
9 Providing pertinent i To maximize attendance at all of the attractions, ~ CurrenUOngoing
dations and activities in Chula Vista. I ~ o~rogressJ
information via the latest in ~ accommo
f i complete
multi-media technologgyy and
din
cl
i
i i
i '
u
g
n
ng,
sodal market
Facebook,Twitter, and Web. ~ ' _
Q Provide free Wi-Fi at the
' ~ With the Internet available to visitors, they can reseazch j March 2012
d discover what Chula Vista has to offer (hotels/motels, I Planning
~ Stages / ^"'
s Center.
Visitor ,an
attractions, restaurants, shopping, etc) _ __ '. complet__
I Z Uppggtrad~~~e/Redesign the i Thar the VIC becomes the primary resource for Chula July 2012 ~ Planning
CONV15 Webszte. Vista in order to assist and support local attracfions, eozn 1 to ~
concierges, etc. ]-$s P
~s-2a
CHULA VIS"I'A CONVENTION &VISITORS BUREAU (CONVIS)
GOALS & OBJECTIVES
}Y 20] 1 - 2012 COK`~lS ?Oti RlSSI MARiCFCl,'G DISTA!Ct ~ GOALS 6i OSjEC"I'IVES
Goal Objectives
Stahss
Providing optional services ~ To maximize revenue generation through retail sales, Ongoing
ervations ;
t r : Pl'nn~n~
~
such as access to the Internet es
attractions and tour ticket sales, restauran
i
i ; ompleta
I
and c-mail, and phone rand I
t
es.
and sponsorship opportun
vending machine ~ _
13 Develop a formal volunteer ~ To further inaease Chula Vista's visibility by rersuitmg, !, ,July 2012
volunteers !
i Planning
Stages / 5%
program. ~ ty
training, scheduling and motivating commun
dissemination is a friendly and ~
ti
h
f complete
on
orma
in
to assrst vnt
unbiased manner and in a variety of foreign languages, ~,
~4 rades to items in and
U A professional, friendly atmosphere will attract more i Feb 2012/Ongoing SnO~Progiessl
pg
azound Visitors Center ~ visitors and families.. i !complete
(signage, displays, technology) I __ _, _ ___..-
j $ Provide a computer and printer i March 2012
People can book a room, reseazch attractions and print ;
l i P~ mm ~1~
for goes[ use. f
ine. _
promotions or tickets they purchase on
~.~,. _ -
j(, Play promotional loopping I
~
d TV
h Videos can include hoteUmotel ads, signature events, ~ Current/Ongoing
progz~ams, history, etc. to spazk interest. '; S l~a°nor'ng ~ re
i P _
7 .
ea
videos on over
I
et visitors to return to the ~
To -__
By making the Center a destination in itself, people will % Current/Ongoing
I
In Progress/
1 g
Information Centex again and
i come bade more than one time to keep informed o whafs
going on in Chula Vista or to be entertained, ! complete
n
aga
j$ host Mixers Introduce residents and businesses to what the Visitors March 2012
ter has to offer; businesses/restavrants may then want
C Planning
Stages / 1096
en
to add thew brochures and other appropriate promotional i i complete
materials to the resource mllection, ~ ~, _
arden
n
ti
t
d Cross promotion of the City's program efforts will help ~ March 2012 B
°
I!
j g
ra
o
emons
Put in a
and promote environmentally-
including
tices
a
dl
fri
jour envuoameat, plus provide information to visitors to
I bring home (whoever they live).. This additional feature 0
/o
i Stages
~ complete
,
c
y pr
en
providing dosses (i.e. ~ will also increase appeal of the Visitors Center to residems.. ~ i
2Q composting, recycling, etc.)
Bi-monthly meotinnggss with i _ ._ -
~ By meeting every other month, hotels/motels have an j Current
ive feedback and suggestions for
to
t
i ~ -
~: In Progress /
i 10096
hotellmotel owners/managezs g
un
ty
oppor
improvemrnts to the mazketing plan.. i complete
2 j Annual Tourism Marketing , To~l~ fireCouncil and public informed of goals, progress, ,Jan 10, 2012
2012
I Aug 14
l ~ Ongoing
j zepomng
District presentation to Mayor ,
s.
I information, and financia
&,Coundl ~~ ' _ -
lays at the Visitors Center and Current/0ngoing
rks of art dis
d
l
l
S -
': Planning
z2 Tic in the azts p
t wo
u
re
o
j
~ spedal performances to increase attraction to the center I
~ (for residents and businesses, as well as visitors). j Stages / 096
complete
23 -
TMD Minutes and Agendas- L-M-onthly updates to the Chula Vista Chamber website i Cuaent/Ongoing ~~ ~om~lete
P
available online with up-to-date information fox nanspazency i
~ Accurate records andreporting ~ Bookkeeping and fiscal planning to meet all the above Current/Ongoing '' nom°plete
~ goals and objectives i
RESPONSIBLE PARI'TES: Lisa Cohen, Chula Vista Chamber otf Commagerce CEO; Marry Weaver, Chula Vista Convention &.Visitrs
3~cecialist~' 6elwadLop~zerInformation Spedalisr Sim Sch lam, City oECa VistassSe On Graphic D ~uer; Janette Montano,Information
19-29
RESOLUTION NO. 2012-
RESOLUTION APPROVING AN AGREEMENT BETWEEN
THE CHULA VISTA CHAMBER OF COMMERCE/
CONVENTION AND VISITORS BUREAU, ACTING AS THE
DESIGNATED OWNERS' ASSOCIATION FOR THE
TOURISM AND MARKETING DISTRICT, AND THE CITY OF
CHULA VISTA FOR THE ADMINISTRATION AND
IMPLEMENTATION OF ACTIVITIES AND IMPROVEMENTS
DESCRIBED IN THE MANAGEMENT DISTRICT PLAN
WHEREAS, the Property and Business Improvement District (BID) Law of 1994 (Streets
and Highways Code 36600 et. seq.) authorizes cities to establish property and business
improvement districts upon petition by a weighted majority of the lodging business owners
located within the boundaries of the district; and
WHEREAS, a majority of the lodging business owners subject to assessment within the
boundaries of the Chula Vista Tourism and Marketing District (CVTMD) petitioned the City
Council to establish the CVTMD; and
WHEREAS, the CVTMD was established to provide marketing and promotion activities
to attract additional visitors to local hotels and motels and to market opportunities for those
visitors to use the products and services of additional local businesses which will contribute to
local business prosperity, the creation of jobs and a sustainable local economy that funds local
community services; and
WHEREAS, included with the petitions was a management district plan summary that
described the proposed assessment to be levied on lodging businesses within the CVTMD to pay
for operation of the Chula Vista Visitor Information Center, sales, promotion and marketing
activities, and those other improvements set forth in Streets and Highways Code 36600 et. seq.;
and
WHEREAS, on July 14, 2009 the City Council of the City of Chula Vista approved the
(CVTMD) for a five year term; and
WHEREAS, Property and Business Improvement District (BID) Law of 1994 also
requires that an agreement be in place between the City and the owners association for the
administration and implementation of the activities specified in the management district plan;
and
WHEREAS, based on City Council direction, City staff has negotiated the terms of an
agreement with the Chamber of Commerce, the CVTMD Owners' Association; and
WHEREAS, the agreement complies with the Streets and Highways Code and also
provides for an Administration Fee to fund the City Finance Department's costs to perform
19-30
Resolution No.
Page 2
operations related to the collection and transmittal of CVTMD taxes collected by the City to the
Chamber of Commerce, collection follow up, the annual review of the report to City Council,
response to public information requests, responding to inquiries from the Chamber and other
parties.
WHEREAS, approval of the administration and implementation agreement is exempt
from the California Environmental Quality Act ("CEQA") pursuant to Section 15060(c)(3) of the
State CEQA Guidelines.
NOW THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista
does hereby approve the agreement between the Chula Vista Chamber of Commerce and the City
of Chula Vista, as presented to the Council a copy of which is on file in the office of the City
Clerk, for the administration and implementation of the activities and improvements described in
the Management District Plan.
Presented by Approved as to
James D. Sandoval
City Manager
Attorney
19-31
A
lq
Exhibit B
Chula Vista Tourism Marketing District
Proposed Budget FY 2011 -12
Revenues:
Projected Assessments $
Assessments Carried from Prior Years $
Total Funds Available FY 2011 -12 $
Expenditures:
Personnel Cost:
Salaries $
Benefits $
Payroll Taxes $
Total Personnel Cost $ -
Office /Administrative:
Office Supplies $
Formation Expense $
Consultants -
independent Audit $ -
Attorney Services $
City of CV Administrative Support $ -
Total office /Administrative $
TMD Activities Prop Budget FY 2011 -12
Direct
Indirect
Total
$
List of Activities (ex. Parade of Bands,
$
$
Star News Advertising- Shop /Dine)
$
$
$
$
$
S
$
- $
Funded from
Staffing Funded by TMD % Funded TMD other Chamber Funds
(Example - Graphics Designer) 45% 0%
Notes:
TMD Activities should correlate to Goals & Objectives included in Exhibit B.
Direct Costs include expenses incurred for paying vendors, advertising, registration fees etc.
supporting TMD activities or improvements.
Indirect Cost include personnel, consultant and administrative expenses allocated proportionally
based on direct cost or% of time spent on activity,
SAMPLE DRAFT 2011 -2012 CVTMD Activities Goals & Objectives EXHIBIT B (Cont.)
##
GOAL
MILESTONES/
OBJECTIVES TARGET
STATUS
Develop Contract for Site and Launch
Ian March
Done
Develop Draft Agreement for Business
February April
Done
participation
Coordinate w /City Service Based Effort
March to April
Done
Obtain Board approval and Sign Contract
Train Staff and Launch with contractor
March April
April —June
Done
In progress, staff trained contact with
businesses begun
100 businesses
33% of goal achieved
1
Social Media Program
Initiate Business contacts and provide
sample tweet and Facebook postings
30 postings per
businesses per
50% of goal achieved
month
TMD/ Chamber postings — event, hotel,
restaurant and business support
120 per, month
40% of goal achieved, Ongoing,
Record and Monitor Posting Response
Volume and quality