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Home My WebLink About2007/08/07 Item 11 CITY COUNCIL AGENDA STATEMENT 8/7107, ItemL ITEM TITLE: RESOLUTION OF THE CITY COUNCIL APPROVING THE FY 2007-2008 CONTRACT BETWEEN THE CITY OF CHULA VISTA AND THE CHULA VISTA CHAMBER OF COMMERCE FOR THE PROVISION OF CHULA VISTA CONVENTION AND VISITORS BUREAU PROMOTIONAL SERVICES, AND VISITOR AND TRANSIT INFORMATION SERVICES. ACTING COMMUNI DEVELOPMENT DIRECTOR mW- CITY MANAGER ASSISTANT CITY ER c;;- SUBMITTED BY: REVIEWED BY: 4/STHS VOTE: YES D NO ~ BACKGROUND In 1994, in conjunction with consideration of the scheduled rate increase in the Transient Occupancy Tax (TOT), Council received a request from the Chamber of Commerce and Chula Vista Motel Association to create a Convention and Visitors Bureau. Similar bureaus serve North County, Carlsbad, East County, and the San Diego metropolitan area. Since 1995, the City has contracted annually with the Chula Vista Chamber of Commerce (Chamber) to provide Convention and Visitors Bureau services. According to Council Policy #230-01, the Council must approve a budget and related contract with the Chamber for the provision of Chula Vista Convention and Visitors Bureau Promotion Services, and Visitor and Transit Information Services at the Chula Vista Visitor Information Center and Chamber of Commerce Main Office. RECOMMENDATION That Council adopt the resolution approving the FY 2007-2008 contract between the City of Chula Vista and the Chula Vista Chamber of Commerce for the provision of Chula Vista Convention and Visitors Bureau Promotion Services, and Visitor and Transit Information Services at the ChuIa Vista Visitor Information Center and Chamber of Commerce Main Office. BOARDS/COMMISSION RECOMMENDATION Not applicable. 11-1 8/7/07, Item~ Page 2 of 4 DISCUSSION Back2round The City Council adopted a Council Policy (#230-01, see Attachment nAn) to support a Chula Vista Convention and Visitors Bureau (CVConvis) at its March 21, 1995 meeting. Convention and Visitors bureaus typically conduct advertising campaigns, produce brochures, attend trade shows, and operate tourist-oriented facilities to promote the City. The focus of the Chula Vista bureau, as established in 1995, is to promote Chula Vista destinations, including the U.S. Olympic Training Center, entertainment venues, golf, Yacht Harbor, local motels, restaurants, shopping, and special events such as Celebrate Chula Vista and Taste of the Arts. CVConvis also promotes Chula Vista during major conventions and events in the region, which in the past has included the Super Bowl and World Series. Also, at the March 21, 1995 meeting, Council approved increasing the TOT rate from 8% to 10% and approved a draft budget for CVConvis. The funds to operate CVConvis were included in the approved City budget for fiscal year 1995-96, subject to negotiation of a contract with the Chamber. The last contract was approved by Council in 2002, and has subsequently been extended, via contract amendments, through June 2007. On a related subject, the City has had a contract with the Chamber since 1994, for operation of the Visitor Center at the Bayfront/E Street Trolley Station and the provision of general visitor and transit information at both that location and the Chamber's main officel. Since opening in 1986, the Visitor Center has had four commercial operators, none of whom were able to operate the center at a profit. In late 1994, after considering four proposals to run the Visitor Information Center, the Council approved a contract with the Chamber, which has been extended annually, via contract amendments. Since its opening in 1986, the City has paid the costs of utilities, exterior maintenance, building repairs, major improvements and landscaping. The Center serves a daily average of more than 200 people who request visitor and transit information. The major focus of the Visitor Center is to provide mass transit information and ticket sales to trolley and bus riders, promote visitor-serving attractions and businesses in the City, and to provide accurate information to visitors concerning Chula Vista and the San Diego region including Tijuana and Baja California, Mexico. With the limited retail opportunities at the Visitor Center plus the main focus on providing service to the tourist and transit riders, an annual subsidy for the operation is required. Part of the Strategic Plan developed by the Chamber for CVConvis and the Visitor Center is to identify other revenue opportunities, as well as other goals and objectives for the Center. 1 The Bayfront/E Street Trolley Station is jointly owned and operated by the City of Chula Vista and the Metropolitan Transit System (MTS). The site includes the Visitor Center, which has been administered by the City under a separate agreement. 11-2 8/7/07, Item~ Page 3 of 4 Terms The terms of this contract are similar to the terms in the previous contract with the Chamber for CVConvis and Visitor and Transit Information Services. The City and the Chamber will have a one-year consecutive option to extend the agreement, for a maximum of one year. The Chamber will provide the following services: . Promote and market the City and the City's vlSltor destinations, meeting facilities, tourism, and related businesses (see Operating Rules, Attachment C) . Respond to inquiries about transit; provide transit information about trolley and bus schedules, routes, prices and stops; and sell transit passes . Provide information about Chula Vista (e.g. major hotels/motels, restaurants, shopping), San Diego County visitor attractions, Southern California, and Northern Baja, Mexico . Provide general information about the City, including City maps and brochures . Operate the Visitor Center between 8:00 a.m. - 4:30 p.m. on weekdays and 8:30 a.m. - 4:00 p.m. on weekends and holidays Fundinl!: The Council-approved City budget includes $193,014 in funding dedicated to the Chamber for Chula Vista Convention and Visitor Bureau activities, Visitor Center operations and to provide Chamber Information Services at the main office. Included in the annual figure is the $13,376 that the City pays the Chamber for general information services. Visitor Center Maintenance - City In addition to the CVConvis and Visitor Center budget allocation per the proposed contract, the City also funds the maintenance of the Visitor Center. These maintenance costs are included in the Chula Vista Transit's FY 2007-2008 budget for the BayfrontIE Street Trolley Station and are the City's responsibilities. Staff and the Chamber are committed to maintaining and operating a safe and responsive Visitor Center. The image of the City is very important and the Chamber is committed through this contract to promote a positive, friendly and responsive image as desired by the City. DECISION MAKER CONFLICT Not ADDlicable 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. 11-3 8/7/07, Item~ Page 4 of 4 FISCAL IMPACT Funds in the amount of $193,014 have been identified from the City's General Fund in the Community Development Department and Chula Vista Transit/MTS Budget for fiscal year 2008, as approved and adopted within the City budget on June 19, 2007, for costs associated with the scope of work. $148,014 is allocated in Community Development Department's budget, and $45,000 in the Bayfront/E Street Trolley Station (CV TransitJMTS) budget to fund the Contract with the Chamber. ATTACHMENTS Attachment A - Council Policy #230-01 Attachment B - CONVIS Strategic Plan Attachment C - Operating Rules Prepared by: Gustavo Perez, Senior Community Development Specialist. Community Development Department J:\COMMDEY\STAFF.REP\2006\CONVIS 2008 Staff Report.doc 11-4 ~A . COUNClL POLICY CITY OF CHULA VISTA SJECT: SuPPORT POR A aruLA VISTA VJSIrORS AND CONVENI'lON BU1I!AU, stlBJECl'TO ANNUAL APPROVAL OF A BUDGET AND REI.ATED CO:NTRACl' POUCY NUMBER 230-01 EFFECJ'IVE DATE 07-01-95 PAGE 20F2 )I'nw BY: Resolution No. 17843 I DATED: ()3..21.9S - If the lUIAluI T.o. T. nmmue uceeds S2.5 lIIi1lioa, the proposed VJSitozs md Coave:adoll Promotion !uclpt would be $200,000. The City woulcl tha rmcw this CollZll:1I Po1iI:7. iac1udinr clisc:ussins it with the OwDIHr 01 Commerce ad th. ClaW. VIsta Morel....-..:.t.iOll, to detamlne wlmher the polic:y Iho1Ild be nYiled to pnmae IIDY .dditioa.ll1l1lideliDes far pnlpOSe4 VISitors lIDd Coa'1l!llti01l PramotiClll t'madlas beycnd the S2oo,OOOliaaximum propoled lImlua1 mil OlUIt prO'Ilded III this poley. ne ChuIa VIsta Ch....b... of Colllmuce IIDd me ChuI.l V"JSla Motel Associadoa. ua fozmiur a Chula Vista V"lSicoa and Conventioa Bureau, ad represmtWves of thOse ereacia aad the CIty lVi1I be hnolved in fon:a.w.':." a proposed Vuiton IIDd CoaventiClD Promotion !udpt to be COAsidond 1Iy the CIty CaunciI each &l:a1 yur. Ic is mticlpeted that 10m. projecu induded ill. the VuitOD IIld CoIl_tiClll. homotiaA Budget will eoDtlDue to be admillistenc! by the Cty or b. (ot: .enices for wlIich the Cily lIaJ pnvi.,.,.)y contracted with the Chamber of C02IUIlerce. Ic is also IIlclc:ipued that · signiBc:ant ponion (probably thlllllajority) of the V"uiCQn lIII4 Conftllliou ProIllOtiOtl audl.t will b. lor speciJl.ed senic:es far which me CIty will aec:uta a &mIual ODe-year CClDlnet with me. -:!Iamba' o( Commerl:ll, aD behalf of the Vbicon aad Convention B1I1'1Iau. The Chcaber will proWle ,uarteriy repora to the Cicr to be specified iD me lIDDual COIltraa:, inducli.z1, appropriate acccUJIdq dara. 'Ib.ia poliey shall be .ec for rnicw -1'1'I".ate1y fivw yeaa after ia adoptioD datI. nac nYiew ahould iIldlIa. bue Rot be limited to, the appropriatm_ of ecatinWu, .to uub1lsll V1sIcoa aad CoIlventioll. ProlDolioa budgets ill relaclomb.ip to lb. _OWlC of T.O.T. revenue col1ec:ced, the rWdelli1es for such nJatioaships, and the appropriateness of the Clalllllber of Commm:a ""'1ri",dlll 10 ac:c as the eoDtractia! UDI of the Vbima _d Convellll.OJI llurelW C:Olllpared to other ~ticm.a] anus_eats lOch as the _blishmelJl: of a stand.ll1011e VJSimn aad CoIlveulioa BurealL .. -.. 11-5 ATTACHMENT B Chula Vista Convention & VISitors Bureau Stratl!2ic Plan Mission: The Chula Vista Convention &: Visitors Bureau focuses on developing ChuIa VISta as a destination eity by generating and promoting tourism, while expanding and atttac:ting visitors to our eommunity. Vision: II is our vision to create a Visitor Center offic:e tllat ~eIIls and International Visilor Information Center using the latest in technology and an interactive environment, to _leeme and assist guests from all over the world. Goal: ParlDer with The City of Chula Vista to aeate a visitor cealer in a central, visible. high traffic, street level, ac:cessible location in the City of Chula Vista. Provide a site for publie outreach for the c:ommUDity of Chula Vista and our visitors. Create an atmosphere whieh promotes our city as a great place 10 live, work and play... Catch the Spiritl We want visitors to: . Select Chula Vista &: San Diego County as a destination; . Feel weleomecl, informed and eduated so they take full advantage ofChula Vista all%aclions, aceommodations, dining and shopping, as well as current scheduled enlerlainment, activities and events; . Treat the Visitor Information Center (VIC) as an attraction- the window to the rest of their stay- a destination in itself . Maintain or lengthen the duration of their Slay; . Say "WOWI" &: consequently promote the City ofChula Vista through positive word-ot:.moulh; . Return to Chula Vista and ilS atlraetions often.. Objectives: 1. The ulti:mate objeetive is to ensure that the Chula Vista V"lSitor Information Center (VIe) and Chula Vista Convention &: Visitors Bureau (CONVIS) supports and promDle Chula Vista's sales and marketing efforts by responding to visitor inquiries in a professional, friendly, ac:curale and timely manner. The VIC and CONVIS will render valuable information services to visitors from around the world and projec:t a positive image while rejlresenting the City of Chula Vista, San Diego County &: Port of San Diego. 2. To manm;.. attendance al aU of tile atlractions, aeeommodations and ac:tivities in Chula Vista and San Diego County by providing pertinent information via the lalest in multi-media technology as well as through La JoUa &: San Diego Official Visitor Guides, brochures, maps and promotional materials for guests visiting the Chula Vista VIC and Chula Vista CONVIs. 3. That the VIC becomes the primary resoUl'l:e for Chula Vista in order to assist and support local atlractions, concierges, etc. 4. To maximize revenue genen1ioo through retai1 sales, alIractioo and tour tic:ket sales, restaurant reservations and sponsorship opportunities; and optional services such as ac:c:ess to the Internet and ..mail, phone eard vending machine, travel books, visitor sundries and souvenirs. S. To further support a team ofvohmteers by cOlllin1jing to develop a foanal volunteer program that includes reeruitment, training, scheduling and motivating community volunteers to assist with information dissemination in a friendly and unbiBsed rilanner and in a variety of foreign . languages. 6. Collaborate with the City of Chula Vista, the Chula Vista Chamber of Commerce and CONVIS for multimedia eoverage to further market the City of Chula Visl;a. i.e. press, radio, television, m.p:rines and promotiona1 material. 11-6 Chula Vista CONVIS Strategic Plan In order to su.cessfuliy aehleve the Vbioll, Goals aad Objectives listed above, there are three categories which must be addressed. 1. Interul space Deeds 1. EnernallocatiOD Deeds 3. Resources 1. INTERNAL SPACE NEEDS: walk.in center 1200 sq. n. Public Space: . Reception area . Signage in severa1langnages and for people with various disabilities . Counter space . Professionally designed infonnation and inte!pretive displays for the City of Chula Vista, San Diego Co1lllty, Port. . Pleasing graphics that depict the City of Chula Vista and San Diego COllllly . Interactive displays, videos, kiosks with information and scene. re: Chula Vista and San Diego C01lllty " . State of the art information retrieval systems (example, CD's with headphones and/or video screens to viewl1isten to information of Clnlla Vista; (virtual reality) . Internet access for visitors to sendlreceive e-mail . Retail sales area and gift shop . Postage stamp vending machine . Attraction &; tour ticket sales area . Brochure distribution racks . Public pbones, including one for the hearing impaired (TDD) . Regional locator map and public tnmsportation map displayed for viewing . Wall space and backlit display space to lease for advertising purposes . Thematic decor, ambiance to coordinate with Chula Vista and San Diego Convis advertising and promotional themes- carry out the Chula Vista "brand." . Welcoming decor- banners, flags, displays, mpas, light and bright, a visual experience, "We're glad yon are here" . Accessible fealllrcs for lnIvelers with disabilities. . Public restrooms for eacb gender, fiunilies and people with disabilities as well as daily custodial services (this will depend on location and public restrooms in the area) Bebind the Scenes . OfIice spi1ce for sup'ervisor and staff with bookcases, file cabinets, computers, pbones and desk space for voluateers " . Space for office macbines: fax, copier, postage machine, printers, typewriters, telephone and voice mail equipment . Wiring for computers, internet, phone lines . Storage for visitor guides, brochures, office supplies, promotional items, retai1 items, cleaning equipment, light bulbs, historical records . Brealc room- with refrigerator, microwave, lOastIlr oven, coffee, sink, lockers for staff; water cooler . RestLuuwS for staff . Coat nck . Cash register and built in safe . Phone system that h.k. fa..... with Chula Vista CONVIS . Appropriate heating and air conditioning ," 11-7 Chula Vista CONVIS Strategic PIao 2. EXTERNAL LOCATION NEEDS: . Central Clula Vista location . Access to public ttaIlspottation . Ground floor, street level, drive by access . Attractive arcllitectunI design . Parking areal mmgcmcnts for staff &: volllIIlem . Several I , minute free paridng places for visitors wanting to "run in &: pick up a guide" and lor metered and validated paridng areas . F~ and fnmt eatrance tacing major street- c:mrent1y E Street . Neon signs and directional signs (in several languages or inlmlalional symbol signs) from freeways and major arteries, to attract visitors to Visitor Center (and subsequently, ChuIa Vista businesses) . Well lit - creale sense of "safety" for area . 24-hour secmity . 24 hour infonnation available via direct dial phones on exterior of visitor center and or electronic visitor information kiosk . Area for leased coffee cart operation Revenue Soun:es/ Customer Service! Retail Sales . Sell tour and allIaction tickets . Sell Chula Vista t-shirts, sweatshirts, caps, bags,logo items . Sellll'allSit licketl passes . Museum tickets! Balboa Park passpOIt . Souvenirs . Sundries, film, suntan lotion . Postcards, videos . Maps . Souvenir penny machine with Chula Vista and San Dieag scenes . Phone card vending machine . Sell sponsorship space . Multilingual staff; guides, infonnation resources . Accommodation and/or restlulrant reservation service . Advertising panel with dedicated phone lines for self service reservatiollS and info . Mexican insurance lease space . Serviccsl business center o Public phones- including for the deaf o Place to sit and llie lbrough information they have gathered o Clange machine o Stamps o Access to internet and to puck up their e-mail o Cwrency exchaage lease space 3. CONVISI VIC RESOURCES: . Bilingual stalfwith a combined total of IS years ofvisitor center experience . Establish a volunteer program with dedicated,kn,?wledgeable, trained volunteers . Establish a motel association to bring together motcIlhotcl owners and managm and the City of Clula Vista Police Department and City Code cnforcemcnt to work on railing the bar (work on increasing AAA ratings) . Proven methods of information dissemination . Recognized "hospitaIity training" 1" "lI'.....a fur high school, college . Regional, natiODal and inlmIalional marketing opportanitics 11-8 Chula Vista CONVlS Strategic Plan FUNDING AND MANAGEMENT RECOMMENDATIONS: I. The City of Chula Vista and Downtown Business Association PBID and sponsors share operating and staffing costs. 2. Cost recovery revenue is obtained through the chamlcls listed previously. 3. Chula Vista CONVIS and the City of Chula Vista work together to obtain a major cotpOrate spOllSor (La. Airlines, American Express Tn......!, etc) 4. The Center be managecl and operated by the Chula Vista Chamber of COlllIl1erce Tho Chula Vista Visitor Iuformation Center (VIC) plays a crucial role within and for our City. In many instances they are the tint and final link in CbuIa Vista's Marketing Plm- service to the Visitor. By utilizing Sau Diego's aggressive advertising campaign, we will atlrac:t the visitor and then nspoDs1'blo for providing friendly and hospitable service. The happy visitor is the repeat visitor. Our Chula Vista Visitor Center is a site for public outreach for Cbula Vista businesses, providing the fundamental visibility and accessibility to travelers and residents alike to the City of Cbula Vista. " 11-9 Cbula Vista CONVIS Strategic Plan ATTACHMENT C CHULA VISTA CONVENTION AND VISITORS BUREAU A OMSION OF THE CHULA VISTA CHAMBER OF COMMERCE OPERATlNG RULES: 1. ORGANIZA TlON: This division shall be known as the Chula Vista Convention and Visitors Bureau ("CONVlS') and Visitor Information Center ("vIC') and shall be an integral part of the Chula Vista Chamber of COnimerce (the "Chamber"), according to our Bylaws subject to the contractual relationship between the City of Chula Vista and the Chula Vista Chamber of Commerce which is incorporated under the laws of the State of Califomia. 2. THE MISSION STATEMENT: The Chula VISta Convention and Visitors Bureau focuses on developing Chula VISta as a destination city by generating and promoting tourism, while expanding and attracting visitors to our community. 3. THE CREED: The Chula Vista Convention and Visitors Bureau is organized for the purpose of marketing Chula Vista as a viable tourist destination for the benefit of the community. 4. SUBCOMMITTEE: The Board of Directors of the Chamber shall appoint a subcommittee to guide this division and advise the CONYIS AND VlC General Manager, who shall be the chair. It shall be governed according to the general rules of the Chamber pertaining to appointment and operation of committees. The subcommittee members need not be Chamber members. At least seventy-five percents of the members shalll)ave employment or Interest in the entertainment, tourism or hotel industries. The Public Information Coordinator of the City of Chula Vista shall be an ex-offlcio member of the subcommittee. The recommendations of the Subcommittee shall be advisory only, subject to the approval of the Board of Directors of the Chamber. 5. GENERAL MANAGER: The division's day to day operations shall be conducted by the CONYIS AND VlC General Manager who Shall be an employee of the Chamber. The General Manager shall be advised by the Subcommittee and shall report directly to the Chamber Board of Directors. 6. FUNDS: All money paid to CONVIS and Y1C shall be placed in a general operating fund under the Chamber's name but separate ffom the Chamber's other accounts. Money subscnbed or conbibuted for a special purpose is to be placed In a separate account for such purpose. The Chula Vista Chamber of Commerce CEO and either the Treasurer of the Chamber or another Member of the Chamber Executive Committee must sign dIsbursements of the funds of CONVIS if the Treasurer is not available. Executive Committee and Chula Vista Chamber of Commerce CEO must approve expenditures over $2000 in advance. . .- 7. BUDGET: The CONVIS General Manager and the Chamber Finance Committee shall review and generate/negotiate the budget of estimated expenses for the fiscal year as received from the City of Chula Vista, and submit it to the Chamber Board of Directors as part of the budget of the Chamber. 8. ANNUAL AUDIT. The acoounts of CONVIS shall be examined annually In coordination with the Chamber's annual audit and shaD under the supervision of the Vice President Finance and Audit Committee, according to Section 5.A. INTERNAL AUDIT COMMITTEE. 1 h10 (Resolution) WHEREAS, The Chula VISta Chamber of Commerce has contracted with the City of Ghula Vista to operate the Chula VISta Convention and Visitors Bureau and Visitor Information Center. The City of Chula Vista makes an annual contribution of funds to the Chula Vista Chamber of Commerce to fund the operation of the Chula VISta Convention and Visitors Bureau and Visitor Information Center. . The City of Chula Vista has requested that the Chula Vista Chamber of Commerce reflect in Its organizational minutes the administrative procedures for operation of the Chula Vista Convention and Visitors Bureau and Visitor Information Center. The Board of Directors has considered this mater and has determined that the best approach is to make the Chula Vista Convention and Visitors Bureau a division of the Chula Vista Chamber of Commerce with its own General Manager reporting directly to the Chula Vista Chamber of Commerce CEO and tci the Board of Directors and a subcommittee providing guidance and supervision, subject to oversight of the Board of Directors. RESOLVED, that the Chula VISta Convention and Visitors Bureau shall be a division of the Chula Vista Chamber of Commerce with its own General Manager reporting directly to the Chula Vista Chamber of Commerce CEO and the Board of Directors and a subcommittee providing guidance and supervision, subject to oversight of the Board of Directors. RESOLVED FURTHER, that the operating rules appearing in that certain document hereto attached entitled Chula VISta Convention and Visitors Bureau Operating Rules' are adopted as and for operating rules of the Chula Vista Convention and Visitors Bureau Corporation and Visitor Information Center. .' 11-11 RESOLUTION NO. 2007- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE IT 2008 CONTRACT BETWEEN THE CITY OF CHULA VISTA AND THE CHULA VISTA CHAMBER OF COMMERCE FOR THE PROVISION OF CHULA VISTA CONVENTION AND VISTORS BUREAU PROMOTIONAL SERVICES AND VISITOR AND TRANSIT INFORMATION SERVICES, AND AUTIIORIZING THE MAYOR TO EXECUTE THE AGREEMENT WHEREAS, the City of Chula Vista ("City") desires to have visitor and transit information available upon request, without cost, to persons entering the City from the Visitor Information Center located on the southeast comer of"E" Street and the Interstate 5; and WHEREAS, the Chula Vista Chamber of Co=erce ("Chamber") occupies a unique public service position in the City and has provided general informational and promotional services to the public-at-Iarge for many years; and WHEREAS, the Chamber is experienced and staffed in a manner such that it can provide convention and visitor promotion services ("Promotion Services") and visitor and transit information services ("Information Services"); and WHEREAS, the Chamber has been providing the City with Promotion Services and Information Services pursuant to separate agreements through fiscal year 2007; and WHEREAS, the Chamber has a CONVIS Strategic Plan ("Strategic Plan") which establishes goals and objectives for providing convention and visitor promotion services and visitor and transit information services; and WHEREAS, the City desires to continue providing Information Services and Promotion Services pursuant to a single agreement for the provision of these two types of services, based on the Strategic Plan, and on performance measures to gauge success in providing these services; and WHEREAS, the City's approved budget for fiscal year 2008 includes $193,014.00 in funding dedicated to the Chamber for these services. WHEREAS, the City and the Chamber shall have a one-year consecutive option to extend the agreement, for a maximum of one year; and NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista approves the FY 2008 contract between the City of Chula Vista and the Chula Vista Chamber of Co=erce for the provision of Chula Vista Convention and Visitors Burel:\u Promotional Services and Visitor and Transit Information Services, and authorizing the Mayor to execute the Agreement. PRESENTED BY Ann Hix Acting Co=unity Development Director 'W- core ' City 'Attorney 11-12 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 CI COUNCIL r; <<- / Ann Moore City Attorney Dated: t/~,lor- Agreement between City of Chula Vista And CHULA VISTA CHAMBER OF COMMERCE For Chula Vista Convention and Visitors Bureau Promotion Services and Visitor and Transit Information Services 11-13 Parties and Recital Page(s) Agreement between City of Chula Vista and CHULA VISTA CHAMBER OF COMMERCE ("Chamber") for Chula Vista Convention and Visitors Bureau Promotion Services and Visitor and Transit Information Services at the Chula Visitor Information Center and Chamber of Commerce Main Office. This agreement ("Agreement"), dated (add date) for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Chamber"), and is made with reference to the following facts: Recitals Whereas, the City desires to have visitor and transit information available upon request, without cost, to persons entering the City and desiring same, from the Visitor Information Center located on the southeast corner of "E" Street and the Interstate 5 (hereinafter "Center") at an address commonly known as 750 "E" Street, and from the Chamber of Commerce office, 233 Fourth Avenue, Chula Vista (hereinafter "Main Office"); and Whereas, the Chamber occupies a unique public service position in the City and has provided general informational and promotional services to the public at large for many years; and Whereas, the Chamber hereby warrants and represents that it is experienced and staffed in a manner such that it can provide the convention and visitor promotion services (hereinafter "Promotion Services") and visitor and transit information services (hereinafter "Information Services") as herein required in accordance with the terms and conditions of this Agreement; and Whereas, the City and Chamber have been party to separate agreements for: Convention and Visitors Bureau Promotion Services Page 1 11-14 from FY 1997-98 as extended through amendments to FY 2007, a copy of which is on file with the City Clerk as Document No. CO 97-079, (hereinafter "Existing CONVIS Contract") and for Visitor and Transit Information Services from FY 1994-95 as extended through amendments to FY2007, a copy of which is on file with the City Clerk as Document No. CO 94-121, (hereinafter "Existing Information Contract"); and Whereas, the consecutive option year; and City and the Chamber shall have a one-year to extend the agreement, for a maximum of one Whereas, the Chamber has a CONVIS Strategic Plan (hereinafter "Strategic Plan") which establishes goals and objectives for providing convention and visitor promotion services and visitor and transit information services; and Whereas, the City and Chamber desire to continue a single agreement for the provision of these two types of services, based on said Strategic Plan, and on performance measures to gauge success in providing said services. Whereas, Chamber warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Chamber to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; (End of Recitals. Next Page starts Obligatory Provisions.) Page 2 11-15 Obligatory Provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Chamber do hereby mutually agree as follows: 1. Chamber Duties A. General Duties Chamber shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Chamber shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Chamber, from time to time reduce the Defined Services to be performed by the Chamber under this Agreement. Upon doing so, City and Chamber agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Chamber to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Chamber, Chamber shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is Page 3 11-16 otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Chamber, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Chamber represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Chamber, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coverage") . Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Chamber shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may Page 4 11-17 not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Chamber's Commercial General Liability Insurance Policy, Chamber shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Security for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Chamber to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Chamber shall provide to the City a performance bond in the form prescribed by the City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, http://www.fms.treas.gov/c570, and whose underwriting limitation is sufficient to issue bonds in the amount required by the agreement, and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent's authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required. Form must be satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Chamber to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Chamber shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Chamber is Page 5 11-18 in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Chamber to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Chamber shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License Chamber agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Chamber for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this Agreement. The City shall permit access to its office facilities, files and records by the Chamber during the term of this Agreement, for the limited purpose of facilitating the Chamber in the performance of its obligations under this Agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Chamber's performance of this Agreement. B. Compensation Upon receipt of a properly prepared billing from Chamber submitted to the City periodically as indicated in Exhibit A, Page 6 11-19 Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Chamber for all services rendered by Chamber according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Chamber for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Chamber shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term. This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess Page 7 11-20 of the time specified for the completion of the respective work assignment or Deliverable, the Chamber shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate"). Time extensions for delays beyond the Chamber's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Chamber A. Chamber is Designated as an FPPC Filer. If Chamber is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Chamber is deemed to be a "Chamber" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Chamber is designated as an FPPC Filer, Chamber shall not make, or participate in making or in any way attempt to use Chamber's position to influence a governmental decision in which Chamber knows or has reason to know Chamber has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests. Regardless of whether Chamber is designated as an FPPC Filer, Chamber warrants and represents that Chamber has diligently conducted a search and inventory of Chamber's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Chamber does not, to the best of Chamber's knowledge, have an Page 8 11-21 economic interest which would conflict with Chamber's duties under this agreement. D. Promise Not to Acquire Conflicting Interests. Regardless of whether Chamber is designated as an FPPC Filer, Chamber further warrants and represents that Chamber will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Chamber is designated as an FPPC Filer, Chamber further warrants and represents that Chamber will immediately advise the City Attorney of City if Chamber learns of an economic interest of Chamber's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Chamber warrants and represents that neither Chamber, nor Chamber's immediate family members, nor Chamber's employees or agents ("Chamber Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Chamber further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Chamber or Chamber Associates in connection with Chamber's performance of this Agreement. Chamber promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Chamber agrees that Chamber Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Chamber may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in Page 9 11-22 conflict with Chamber's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Chamber shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Chamber, and Chamber's employees, subcontractors or other persons, agencies or firms for whom Chamber is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, 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 Chamber , its employees, agents or officers, or any third party. With respect to losses arising from Chamber's professional errors or omissions, Chamber shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Chamber's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Chamber's obligations under this Section shall not be limited by any prior or subsequent declaration by the Chamber. Chamber's obligations under this Section shall survive the termination of this Agreement. 8. Termination of Agreement for Cause Page 10 11-23 If, through any cause, Chamber shall fail to fulfill in a timely and proper manner Chamber's obligations under this Agreement, or if Chamber 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 Chamber of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Chamber shall, at the option of the City, become the property of the City, and Chamber shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Chamber's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Chambers' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Chamber shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Chamber of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by the City as provided in this paragraph, Chamber shall be entitled to receive just and equitable compensation, which shall in no event exceed the amount payable under this Agreement, for any satisfactory work completed on such documents and other materials to the effective date of such termination. Chamber hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. Page 11 11-24 11. Assignability The services of Chamber are personal to the City, and Chamber shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Chamber in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Chamber shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Chamber's work products. Chamber and any of the Chamber's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Chamber shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. Page 12 11-25 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Chamber shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's 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 attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Chamber prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Chamber shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Chamber is not authorized to Represent City Unless specifically authorized in writing by City, Chamber shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Chamber is not a Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Chamber and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Chamber represents that neither Page 13 11-26 Chamber, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby 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 resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. [end of page. next page is signature page.] Page 14 11-27 Signature Page to Agreement between City of Chula Vista and Chula Vista Chamber of Commerce to provide Chula Vista Convention and Visitors Bureau Promotional Services and Visitor and Transit Information Services at the Chula Visitor Visitor Information Center and Chamber of Commerce Main Office IN WITNESS WHEREOF, City and Chamber have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: , 200 City of Chula Vista by: Cheryl Cox, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: Chula Vista Chamber of Commerce ~~o-coQ-- Lisa Cohen, CEO Exhibit List to Agreement (X ) Exhibit A. Page 15 11-28 Exhibit A to Agreement between City of Chula Vista and Chamber of Commerce 1. Effective Date of Agreement: Agreement Last Executed" Fill-in date, or ftDate 2. City-Related Entity: (X) City of Chula Vista, a municipal chartered corporation of the State of California () Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California () Industrial Development Authority of the City of Chula Vista, a () Other: [insert business form] , a ("City") 3. Place of Business for City: City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 4. Chamber: Chula Vista Chamber of Commerce 5. Business Form of Chamber: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Chamber: 233 Fourth Avenue Chula Vista, California 91910 Voice Phone (619) 420-6602 Page 16 11-29 Fax Phone (619) 420-1269 7. General Duties: CHULA VISTA CONVENTION AND VISITORS BUREAU The general purpose of this duty shall be to promote the City of Chula Vista and Chula Vista visitor destinations, meeting facili ties, tourism and related businesses ("Promotion Services") . The Chamber will include in its operations a division known as the Chula Vista Convention and Visitors Bureau ("Bureau") to provide Promotion Services. This division will conduct advertising and marketing campaigns for the Bureau and have an advisory committee, appointed by the Chamber Board. The City shall be a member of said committee. Advisory participation on this committee shall be open to all interested parties, regardless of membership in the Chamber. Said open participation shall not preclude fund raising activities or fees for member and/or patron listings. VISITOR AND TRANSIT INFORMATION SERVICES AT THE CENTER The Chamber shall also provide Information Services, as more particularly described in this Agreement at the Center and Main Office for the benefit of the City of Chula Vista, the South Bay Region and visitors to the County. The Chamber has a duty to operate the Center and provide public services as specified in this Agreement. Al though portions of this Agreement have certain aspects of a lease, the parties agree that this is primarily a services agreement and it is not a lease. 8. Scope of Work and Schedule: A. Detailed Scope of Work: Duties Applyinq to Both Informational and Promotional Services Pursuant to City Council Policy #230-01 as approved 3/21/95, the Chamber agrees to provide the following services as part of its Informational and Promotional services. (1) In general. The Chamber shall respond to all walk-in, phone and mail inquiries received making reasonable and appropriate requests for information by the Chamber from individuals, Page 17 11 -30 groups, businesses, news media, etc., and persons referred by the City. Responses shall be accurate, complete, cooperative and promote goodwill on behalf of the City. Responses shall be made in a timely manner. Walk-in and phone inquiries shall be responded to as they are received unless additional research is required. Mail inquiries shall be responded to within three (3) working days after the receipt of such inquiries, unless extensive research is required. (2) Staffing The Chamber shall employ qualified competent staff who are neatly dressed and courteous at all times. The Chamber shall be encouraged, but not required, to schedule a minimum of two employees to provide Center services - although, an adequate number of personnel must be scheduled so that Permitted Commercial Activities do not significantly interfere with the primary responsibility of providing Information Services. The Chamber shall also provide an adequate number of personnel who are qualified and competent at the Main Office to provide Information Services during Main Office business hours. (3) Training The Chamber shall provide adequate training to ensure that personnel are able to respond to inquiries about transit and areas of interest from members of the public and to promote visitor-serving attractions and facilities in Chula Vista. The Chamber shall also provide adequate safety training, as determined by the City, to ensure that personnel safely maintain the Center. a. Extensive Knowledge. Center, Main Office, and CONVIS staff must have extensive knowledge of and be capable of disbursing complete and accurate information about the following: i. Chula Vista - including but not limited to, street locations, major hotels / motels, restaurants, visitor attractions, government offices, Chula Vista Nature Center, and major shopping areas. ii. Transit information including but not Page 18 11-31 limited to, Trolley schedules, prices, and stops, and Chula Vista Transit bus schedules and routes. iii. San Diego County visitor attractions including, but not limited to Sea World, San Diego Zoo and Wild Animal Park, Horton Plaza, airport, Gaslamp Quarter, Mission Bay, beaches and other attractions, along with applicable admission prices, hours of operation and directions. b. Adequate knowledge. Center, Main Office, and CONVIS staff must have an adequate general knowledge of and be capable of dispensing general information about the following: i. Northern Baja, Mexico including but not limited to major highways, cities, insurance requirements, major hotels/motels, restaurants, shopping areas, major visitor attractions, and written information from governmental agencies regarding duty and visa regulations. ii. Southern California including but not limited to major highways, cities and visitor attractions. c. Visitor Services. Chamber shall provide information (e.g. locations, schedules, directions, applicable fees), on topics including, but not limited to the following: Community clubs and organizations Local events parades, displays, seasonal promotions Chula Vista Nature Center - u. S. Olympic Training Center Coors Amphitheatre Knott's Soak City Street Information directions, locations, closures, detours, etc. Lodging facilities Transit - Airports and Trains - Medical, Professional and real estate offices Page 19 11-32 Business Referrals - Meeting Rooms Government services/officials and referrals to appropriate departments Churches and other places of worship Schools, including colleges and universities - Museums, historical and cultural sites - Mexico - information on tourist cards, parking, etc. Tourist attractions Recreational sites, parks, picnic areas, and beach information Newspaper and local publications RV parking/mobile home parks Chula Vista demographics (e. g. population, housing) d. Chula Vista Promotion. In an effort to promote Chula Vista, the Chamber shall always provide information on those businesses , facilities, and attractions in Chula Vista which pertain to the person's inquiry. The Chamber shall also suggest businesses , facilities or attractions which the Chamber believes may be of interest to a visitor. (4) City Image Enhancement The City, as a public entity, is concerned about the image portrayed and services provided by the Chamber and its personnel. The City shall have the right to inform in writing, the Chamber of actions by the Chamber or the Chamber's personnel, which do not conform with the image the City desires to have portrayed. This includes providing complete and accurate Promotion Services and Information Services and presenting a neat, clean, responsive, and friendly image of the City. The Chamber shall take all necessary steps to ensure that its actions project the image desired by the City as directed from time to time. (5) Standard Information The Chamber shall develop and utilize standardized packages of information for responding to general inquiries about Chula Vista as a visitor destination and for new or potential residents of the City. Such packages shall be maintained with current information and Page 20 11 -33 shall meet with the approval of the City. The packages may be used, but shall not be deemed solely adequate, for inquiries, making reasonable, specific requests for information not routinely included in the packages. (6) Referrals - Other Agencies For inquiries beyond the expertise of the Chamber, referrals may be made to more appropriate entities. A tally of the number of inquiries referred to other enti ties, including date of inquiry, type of inquiry (walk-in, phone or mail), entity referred to, and subject of inquiry shall be recorded and reported in the quarterly summary to the City. The Chamber will provide the name and address of the person or business making the inquiry, if appropriate. (7) Referrals - Businesses Responses to inquiries shall show no preferential treatment to Chamber members or any other group or individual persons or businesses. Wherever possible, however, referrals to businesses shall be made to businesses in the City of Chula Vista. Referrals shall be rotated among businesses qualified to provide the service or services requested. The Chamber shall coordinate with the Development Department on responses business relocation inquiries. City's Community to significant (8) Customer Feedback During a specified period of this Agreement (as determined by the City and Chamber) the Chamber shall develop and make available to the public unstamped response cards addressed to the City's Community Development Department to obtain feedback on the quality of information provided. Each response to mail inquiries shall include such a card. All cards returned to the Chamber shall be forwarded to the City's Community Development Department. (9) Information The Chamber shall exercise care in ensuring the Center has new, pertinent information as it arises, such as Page 21 11-34 special events, lists of visitor-oriented businesses and attractions. As part of this effort, the Chamber shall include the Center on the Chamber's mailing list. Furthermore, the Chamber shall keep updated information at the Center and the Main Office and maintain a website containing said information ("Website"). (10) Free Services The Chamber shall not charge the public a fee for providing services unless specifically approved in writing by the City. City maps will be sold to the City at cost, and sold at the Center and Main Office for no more than cost plus 15% to the general public. Notwithstanding this prohibition, fees charged by credit card companies for may be passed along to the purchaser. (11) Sample Survey The Chamber shall conduct a sample survey over a two-week period that covers all of the hours and days that the Visitor Center is open to determine who is using the Visitor Center and for what reason. The answers/results from the survey shall be provided to the City. Promotion Services and the Chula Vista Convention and Visitors Bureau (1) Marketing and Promotion Chamber shall hire adequate marketing staff ("CONVIS staff") to coordinate an advertising and marketing campaign for the Chula Vista Convention and Visitors Bureau ("Bureau"). In addition, CONVIS staff will oversee Center operations and the sale and display of advertising therein. Incidental Chamber support and liaison by CONVIS staff would be anticipated by this Agreement, with such support and liaison being in conjunction with, but not detracting from, the performance of primary CONVIS staff responsibilities. For illustrative purposes, duties of a proposed General Manager of CONVIS are attached as Exhibit B. Chamber shall ensure that CONVIS staff do not have any conflict of interest that would negatively impact its provision of Promotion and Information Services. Page 22 11-35 (2) San Diego CONVIS membership Chamber shall maintain membership in the San Diego Convention and Visitors Bureau for the City of Chula Vista and/or Chula Vista Convention and Visitors Bureau. (3) Distribution of Visitor Brochure and Nature Center Brochure. Chamber shall distribute and place Brochures specified by the City at all major brochure racks in San Diego County, including but not limited to those at airports, cruise ship terminals, bus and train stations, hotels, motels, visitor centers and convention centers. (4) Design and Printing of Brochures At City's request, Chamber shall design and print the brochures, flyers, and/or other publications that focus on promoting Chula Vista and its attractions - such as general visitor brochures or folders, calendar of events, dining and lodging guide, attraction coupon and golf course flyer. The Chamber shall exercise its best efforts to have the costs for the design and/or printing of these publications (i. e. dining and lodging guide) fully or partially reimbursed by the promoted attractions. Any deficit in production costs shall be paid for by Chamber. (5) Advertising Notwithstanding the printing and designing of brochures, Chamber shall spend at least $25,000 of the compensation awarded under this Agreement for advertising. Advertising design, content and placement shall focus on promoting Chula Vista and Chula Vista attractions within the region and maintaining primarily a visitor and/or convention orientation. Target media may include but are not limited to: regional magazines, recreational vehicle or auto club publications, motel room event and attraction listings, San Diego CONVIS publications, etc. Advertisements shall be placed in at least three tourist- oriented publications and the response/success of those advertisements communicated to the City. For any ad placement or series of placements in the same publication for which the total price shall exceed $6,000, said placement shall be subject to review and approval by the Page 23 11-36 City's Contract Administrator. The Chamber shall also be encouraged to engage in cooperative advertising campaigns, with participation by the City and by local visitor-oriented businesses. The maximum City and Chamber participation via this Agreement in any such cooperative advertising shall be 60% of the cost of advertising production and placement. The other 40% of advertising expenses shall be borne by the local participants. Such cooperative advertising shall be open to all visitor-oriented Chula Vista businesses, regardless of membership in the Chamber. For those items that would entail graphic or display design (e.g. Advertising, Visitor Brochure, Chula Vista display at the u.S. Olympic Training Center, etc.), the Chamber shall work with City on initial design concepts and obtain the prior written design approval of the Ci ty' s Community Development Department and Office of Communications. Said approval shall be in addition to any other required design review or other discretionary City approvals. (6) Specific Promotional Activities As part of this Agreement, the Chamber shall also perform these specific promotional activities: a. Hold at least three meetings per year for the operators of hotels and motels in Chula Vista. Adequate written notice of the time, place and subject matter of these meetings shall be provided (at least 30 days prior to such event). At these meetings, the Chamber and lodging providers will work on develop marketing strategies and communicate ways to improve their businesses and stature within the community. b. At least twice per year, organize FAM (familiarization) tours to the City's major attractions (e. g., Olympic Training Center, Coors Amphitheatre, Knott's Soak City, the Chula Vista Nature Center, three golf courses, etc.) for San Diego CONVIS members, meeting/convention planners, and concierges from around the County. c. Promote and market the City and the following Page 24 11-37 visitor-serving attractions at industry trade shows: i. Restaurants ii.Shopping iii. Arts and cultural activities iv. Golf v. Local history vi. Libraries vii. Parks and recreation facilities viii. Entertainment venues Information Services - Visitor Information and Transit Center (750 E Street) The Chamber shall operate a first-class Visitor Information Center according to the following standards for the term of this Agreement as same may be from time to time extended. (1) Hours of Operation The Chamber shall operate the Center at least eight and one-half hours per day on weekdays and seven and one-half hours per day on weekends and holidays. Operating hours shall be 8:00 am to 4:30 pm on weekdays and 8:30 am to 4:00 pm on weekends, subject to amendment by separate written Agreement of the Chamber and City Contract Administrator. The Center may be closed on Easter Sunday, Thanksgiving Day, Christmas Day and New Year's Day. The Center may also close early on Christmas Eve and New Years' Eve, at the Chamber's discretion. (2) Transit Passes The Chamber will make available for sale to the public, transit passes issued by the Metropolitan Transit System (MTS) and Chula Vista Transit. The Chamber will also make change for transit fares as requested by the public to the extent feasible. (3) Precedence of Services Commercial activities, promotion and/or referrals shall not interfere with the Chamber's ability to provide free, reliable, complete and true information in response to requests from public users of the Center. Page 25 11-38 (4) Signage The Chamber may be required to post a "Free Visitor Information" sign at each of the three entrances to the Center or at the counter. Size and design of the sign will meet with the approval of the City. The cost of supplying and installing any such signs(s) shall be borne by the City. (5) The Chamber is prohibited from erecting or creating any signs on the Center that are visible from the outside or in any area within the jurisdiction of the City without prior written approval of the City. Interior signage or advertising is subject to the City's approval. (6) Display Advertising The Chamber shall be permitted to sell display advertising space, which shall be limited to the Dura Trans Board. Display advertising on surfaces other than windows is limited to those areas indicated on the Design Layout as herein defined and as it may be modified with the City's Approval. (7) Wall Space Except as provided herein or otherwise approved by the Ci ty, interior and exterior wall space will be posted only with public service information consistent with material identified in this Agreement. Display material supplied or approved by the City designed to promote visitor attractions in Chula Vista may also be posted on walls. (8) Information Counter Display of retail merchandise on the information counter top shall not significantly interfere with its ability to be seen and used for providing Information Services. Display or additional retail merchandise behind the counter shall present a neat, uncluttered appearance. (9) Pay Phone The Chamber shall be required to maintain at least one public pay phone at the Center. Page 26 11-39 (10) Restroom Access Due to health and safety concerns there are no public rest rooms at the Center, although the City reserves the right to allow MTS and Chula Vista Transit bus drivers to have access to the Center's restrooms, with said access only being through the exterior restroom doors. Exterior doors to the restrooms shall be locked when not being utilized by Center or transit employees. Interior doors opening into the restrooms shall be locked when the Center is closed - i.e., transit employees will only be provided keys to the exterior doors. (11) Compliance with the Law Operation of the Center shall comport with all local, state, and federal laws and regulations, including but not limited to, those provisions of the Chula Vista Municipal Code ("CVMC") relating to the sale of adult materials (as defined in CVMC ~ 19.04.007) and the County of San Diego Health Department's regulations relating to food sales and consumption. (12) Center Design Layout The Chamber agrees to maintain the current layout of the Center ("Design Layout") which includes a color scheme, theme, lighting, and physical location of furniture, fixtures and equipment such as tables, chairs, racks, shelves, vending machines, display advertisements, etc. The City will work with the Chamber and a space designer (to be provided by the City) to make any changes to the Design Layout necessary for improving Americans with Disabilities Act (ADA) access, improving City image, and improving Information Services and retail revenue. Approval will be subject to all City rules and regulations, including but not limited to Design Review. City may terminate any use in the interior of the Center or layout of the interior facilities, which it finds objectionable; and the Chamber is prohibited from use or decoration of the exterior areas without the advance written approval of the City. The Chamber shall not make any structural improvements or changes to the Center except in accordance with the Design Layout, which has been reviewed and approved by Page 27 11-40 the City. The Chamber's operation of the Center will conform to the approved Design Layout. Any changes to the approved Design Layout must have prior approval of the City. The Chamber shall maintain displays in the Center, including, but not limited to, the following: a. One bulletin board of community activities of a size and design acceptable to the City. The Chamber shall insure that current information concerning upcoming special events wi thin Chula Vista are displayed at all times. b. Display map of the City of Chula Vista; c. Display stand of scenes of Chula Vista; d. Display space on the information counter for brochures designated by the City about Chula Vista attractions. The Chamber will further provide space for transit brochures designated by the City in a location mutually agreeable to the parties; and e. At least one fully stocked brochure rack in the lobby area of the Center containing brochures, which provide information on the major visitor attractions in Chula Vista and San Diego County. (13) Maintenance, Repairs, Utilities and Improvements of the Center: a. Regular Maintenance The Chamber shall operate the Center in a safe and reasonable manner. The Chamber shall be responsible for keeping the interior and exterior of the Center free of trash and in good order and condition. This includes, but is not limited to, the vending machine area and private restrooms. Cleanliness, repair and maintenance shall be done to the City's satisfaction. Restrooms will be cleaned at least once per day. The Chamber shall provide restroom supplies such as Page 28 11-41 toilet paper and paper towels. The Chamber shall be responsible for all costs and supplies necessary for the proper cleaning of the interior of the Center, including graffiti removal that does not require painting, and minor maintenance such as replacing interior light bulbs. The Chamber shall be responsible for the professional cleaning of the interior floors and vending machine area floor at least once every three months using professional equipment and/or personnel. The Chamber shall be responsible for maintenance of the exterior advertising panels, steam cleaning of the exterior patios and walkways of the Center when needed, trash pick-up and removal, and exterior ashtray cleaning. b. Facility Repairs The City shall be responsible for repairing and maintaining the exterior of the Center. This responsibility extends to, but is not limited to, the interior, the roof, exterior walls, landscaping, and exterior graffiti removal. The City shall be responsible for repairing and maintaining all permanent interior improvements to the Center. Said improvements shall include, but not limited to, plumbing, utility systems, windows, fixtures, painting, and wall coverings. c. Emergency Repairs The City authorizes the Chamber to make emergency repairs of up to $500 for items the City is responsible for repairing and maintaining. Emergency repairs include but are not limited to broken windows and roof leaks. The City will reimburse the Chamber for reasonable costs up to $500 for such necessary emergency repairs within sixty (60) days of submitting an invoice to the City's Contract Administrator. d. Negligence Page 29 11-42 Notwithstanding the foregoing subsections, the Chamber will be responsible for all repairs required as a result of negligence of the Chamber or the Chamber's employees. Costs of said repairs shall not be deemed "Applicable Operating Expenses." e. Utilities The City shall be responsible for all water, sewer, and electricity utility costs associated with the use of the Center, including the restrooms. The Chamber shall be responsible for all trash disposal, alarm service and telephone costs. Telephone billing records and long distance charges shall be subject to review and audit by the City. f. Improvements and Personal Property; Title upon Termination Unless otherwise provided in writing by both parties, all improvements to the Center shall be the responsibility of the City, and upon termination of this Agreement, all improvements to the Center (regardless of who performed improvement), all inventory and all personal property remaining on the Center shall be deemed to be the property of City. (14) Right to Inspect Operations The City Contract Administrator shall have the right to enter the Center, inspect same and review the operations of the Chamber under this Amended Agreement at any time during the term of this Agreement. (15) Evaluation of Visitor Center Location Chamber and City shall meet to evaluate the location of the Visitor Center and make a recommendation to the City Manager by January 1, 2007. Informat1on Serv1ces - Chamber's Ma1n Off1ce (223 Fourth Avenue) and Off-S1te In recognition of the fact that not all services can be solely performed at the Center, due primarily to the walk-in oriented Page 30 11 -43 business attracted to the Chamber's Main Office, the Chamber shall continue to provide limited General Information Services for the City at its Main Office. The Chamber shall also continue to represent the City at selected trade shows, work with the City's economic development staff to obtain materials and displays, as appropriate, and represent the City at selected special events to promote the City to visitors and enhance its regional image. (1) Main Office Services - Hours of Operation Chamber staff shall be available to provide Main Office Services Monday through Friday from 9:00 am to 5:00 pm, except for New Year's Day, Martin Luther King Day, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day{ the day after Thanksgiving Day and Christmas Day'. Holidays cited above falling on a Saturday will be observed on Friday. When a holiday occurs on Sunday, it will be observed on the following Monday. (2) Consolidation of Services Where possible and practical, the Chamber shall endeavor to consolidate Main Office service with that provided at the Center. Efforts to consolidate shall include, but not be limited to, White Pages listing of the Center phone number and site as the Chamber's "General Information/Tourism" contact and review of phone and mail handling procedures. Performance Meetings and Minor Amendments to Aqreement The Chamber and City shall meet on at least a quarterly basis to review items including, but not limited to: quarterly reports, scope of services, hours of operation, permitted commercial activities, Design Layout, and scope and consolidation of Main Office Services. The Chamber and City Contract Administrator may, in a separate addendum to this Agreement, amend the scope of services or operating conditions relating to: form and content of quarterly reports, hours of operation, permitted commercial activities and Design Layout. Any other changes shall be Page 31 11-44 subject to a formal written amendment approved by the City Council. B. Date for Commencement of Chamber Services: (x) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: June 30, 2008 D. Date for completion of all Chamber services: June 30, 2008 9. Insurance Requirements: (x) Statutory Worker's Compensation Insurance (x) Employer's Liability Insurance coverage: $1,000,000. (x) Commercial General Liability Insurance: $1,000,000. () Errors and Omissions insurance: None Required (included in Commercial General Liability coverage) . Errors and Omissions Insurance: $250,000 (not included in Commercial General Liability coverage) . 10. Materials Required to be Supplied by City to Chamber: A. Duty to Make Center Available for the Use and Occupancy of the Chamber City agrees to make the Center available to the Chamber in order to provide the Information Services and Promotion Services herein required, and to conduct such other collateral uses herein permitted, which availability shall be to the exclusion of all other commercial uses of the Center. The Chamber has no independent right to occupy the Center except to provide its duties outlined in this Agreement. B. Duty to Allow the Chamber to Conduct Certain Commercial Activities (1) Permitted Commercial Activities On the terms and conditions including accordance with the herein specified, approved Design Page 32 11-45 Layout, the Chamber shall have the right, and City shall permit the Chamber, to conduct the following commercial activities or sales at the Center: - Transit tickets and passes Phone Cards - ATM Services - Pay Phone Services - "Chula Vista": T-shirts, Hats; Bumper Stickers; Key Chains; Buttons; Pens; Pencils; and Postcards Film, Flashbulbs and Batteries - Maps/ Guide Books - Mexican Auto Insurance - Newspapers and Magazines Travelers Checks/American Express services - Soft Drinks/ Coffee - Candy/ Gum/ Ice Cream/Snack Foods Sunglasses - Suntan Lotion/Chap Stick/First Aid items - such as pain relief medicines - Postage Stamps - Kleenex/Pocket Combs - Lottery Tickets - Tour and Excursion Tickets - Video/ vending machines - Display advertising space as permitted herein The sale of products or services not listed above is subject to the City's approval. Such approval shall not be unreasonably withheld, but shall be consistent with the approved Design Layout. 11. Compensation: A. (x) Single Fixed Fee Arrangement. For performance of all of the Defined Services by Chamber as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: $193,014.00, payable as follows: Promotion Services & Center Information Services: $179,638.00; payable in quarterly increments of $44,909.50. Main Office Information Services: $13,376.00; payable in Page 33 11-46 quarterly increments of $3,344.00. Single Fixed Fee Amount may be higher or lower depending upon the following: If Gross Sales exceed Applicable Operating Expenses during any fiscal year, twenty-five percent (25%) of said net profits shall be remitted to the City. For purposes of computing net losses, any monies received from the San Diego County Community Enhancement Program or the San Diego Unified Port District for the Visitor Center or Chula Vista Convention and Visitors Bureau would be counted as Visitor Center revenues. For purposes of computing net profits, monies received from the San Diego County Community Enhancement Program or the San Diego Unified Port District for the Visitor Center Chula Vista Convention and Visitors Bureau would not be counted as Visitor Center revenues. 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The Page 34 11 -47 practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. () Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. C. () Hourly Rate Arrangement Page 35 11-48 For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule hereinbelow according to the following terms and conditions: (1) Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $ including all Materials, and other "reimbursables" ("Maximum Compensation") . (2) ( ) Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Rate Schedule Category of Employee of Consultant Name Hourly Rate Hourly rates may increase by 6% for services rendered after [month], 19 ,if delay in providing services is caused by City. Page 36 11-49 12. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (x) None, the compensation includes all costs. Cost or Rate Reports, not to exceed $ Copies, not to exceed $ Travel, not to exceed $ Printing, not to exceed $ Postage, not to exceed $ Delivery, not to exceed $ Long Distance Telephone Charges, not to exceed $ Other Actual Identifiable Direct Costs: not to exceed $ , not to exceed $ 13. Contract Administrators: City: Gustavo Perez, Senior Community Development Specialist, City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 (619) 476-2300 Chamber: Lisa Cohen, CEO, Chula Vista Chamber of Commerce 233 Fourth Avenue Chu1a Vista, CA 91910 (619) 420-6602 14. Liquidated Damages Rate: ( ) $ per day. (x) Other: None 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: (x) Not Applicable. Not an FPPC Filer. Page 37 11-50 FPPC Filer Category No.1. Investments and sources of income. Category No.2. Interests in real property. Category No. property and regulatory, department. Category No.4. Investments in business entities and sources of income which engage in land development, construction or the acquisition or sale of real property. 3. Investments, interest in real sources of income subject to the permit or licensing authority of the Category No.5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. Category No.6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the Category No.7. Business positions. ( ) List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: 16. ) Consultant is Real Estate Broker and/or Salesman 17. Permitted Subconsultants: As approved in advance by the City and corresponding to the terms of this Agreement. Sub-contractors may provide: Mexican Insurance Indoor ATM Machine Page 38 11-51 Pay Phone Soft drink and snack vending machines Any revenues derived from these contracts shall be include the totals for Gross Sales. If physical changes to the Center, Design Layout or grounds are needed to accommodate these types of sub-contractors, the Chamber must receive written approval in advance from the City. 18 Bill Processing: A) Consultant's Billing to be submitted for the following period of time: ( ) Monthly (x) Quarterly Paid in advance. For FY Second Quarter; beginning October 1, 2007: For FY Third Quarter; beginning January 1, 2008: For FY Fourth Quarter; beginning April 1, 2008: Other: $48,253.50 $48,253.50 $48,253.50 $48,253.50 B) Day of the Period for submission of Consultant's Billing (x) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: C) City's Account Number: 19 Security for Performance ) Performance Bond, $ ( ) Letter of Credit, $ (x) Other Security: Type: In lieu of providing a security deposit or bond, the Chamber hereby agrees that compensation for it services provided under this Agreement may be withheld in payment for, and in proportion to, any repair or maintenance work required as a result of Chamber's failure to maintain the Center in accordance with Exhibit A, Paragraph 9, section C(13). Amount: $ Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their Page 39 11-52 option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: Retention Percentage: % Retention Amount: $ Retention Release Event: ( ) Completion of All Consultant Services Other: Page 40 11-53