HomeMy WebLinkAbout2008/02/05 Item 3
CITY COUNCIL
AGENDA STATEMENT
SUBMITTED BY:
REVIEWED BY:
.:S-'Yf:. CITY OF
-nd (HULA VISTA
FEBRUARY 5, 2008, Item2
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING A 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 AT THE CHULA
VISTA VISITOR INFORMATION CENTER AND
CHAMBER OF COMMERCE MAIN OFFICE, WAIVING
COUNCIL POLICY #230-01 TO ALLOW FOR FUNDING
IN AN AMOUNT LESS THAN THAT STATED IN SAID
POLICY
ECONOMIC DEVELOPMENT OFFICER~b::DS.
CITY MANAGER S. -r- ...r;,. r- .f::t2ri
ITEM TITLE:
4/5THS VOTE: YES D NO ~
SUMMARY
Adoption of the resolution approves a contract between the City of Chula Vista and the
Chula Vista Chamber of Commerce for a period of six months with an option to extend
the contract for an additional one year period, provided funds are available and budgeted
for such purpose, and waives City Council Policy #230-01 to allow for funding in an
amount less than that stated in said Policy, 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.
In 1994, in conjunction with consideration of the scheduled rate increase in the Transient
Occupancy Tax (TOT) from 8% to 10%, 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.
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FEBRUARY 5, 2008, Item_
Page 2 of 5
According to Council Policy #230-01 (Attachment A), the Council considers 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. Due to
the recent budget shortfalls, staff recommended approval of a six -month fee for service
contract and appropriate funding with the Chula Vista Chamber of Commerce, for the
period of June 1,2007 through December 31,2007. Subsequent to Council's mid-year
budget deliberations, staff proposed to return with a recommendation for a new contract
to reflect the revised budget amount and corresponding changes in services to be
rendered during the remainder of the 2008 fiscal year and for fiscal year 2009.
ENVIRONMENTAL DETERMINATION
The Environmental Review Coordinator has reviewed the proposed actIVIty for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the activity is not a "Project" as defmed under Section 15378 of the State CEQA
Guidelines; therefore, pursuant to Section 15060 (c)(3) of the State CEQA Guidelines the
activity is not subject to CEQA. Thus, no environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Backl!:round
The City Council adopted Council Policy #230-01 (Attachment A) to support a Chula Vista
Convention and Visitors Bureau (CONVIS) 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 courses, the Marina area, local
motels, restaurants, shopping, and special events such as Celebrate Chula Vista and Taste of
the Arts.
Also, at the March 21,1995 meeting, Council approved increasing the Transient Occupancy
Tax (TOT) rate from 8% to 10% and approved a draft budget for CONVIS. The funds to
operate CONVIS were included in the approved City budget for fiscal year 1995-96, subject
to negotiation of a contract with the Chamber.
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
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.
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FEBRUARY 5, 2008, Item_
Page 3 of5
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
(Attachment B) developed by the Chamber for CONVIS and the Visitor Center is to identify
other revenue opportunities, as well as other goals and objectives for the Center.
Waiver of City Council PoIicv # 230-01
Incorporated within Council Policy #230-01 is a funding formula related to the City's
annual TOT revenues. Based upon the most recent TOT revenues, the Chamber would be
eligible to receive $200,000 for the current fiscal year, the maximum amount granted
under the Policy. However, during the recent mid-year budget adjustments, the Council
approved funding for the Chamber in an amount that is less than the amount permitted by
the Policy for Fiscal Year 2008 and Fiscal Year 2009. Approval of the attached
Resolution will waive City Council Policy #230-01, which will allow for funding in
amounts less than allowed by the Policy, for Fiscal Year 2008 ($150,010.50) and, subject
to budget approval and appropriation for Fiscal Year 2009 ($119,000). As part of the
budget process for Fiscal Year 20 I 0, staff anticipates returning to the City Council to
review this Policy and related funding formula.
Terms
The terms of this six-month contract with a I-year option to renew are generally similar to
the terms in the previous contract with the Chamber for CONVIS and Visitor and Transit
Information Services.
Assigned responsibilities will continue to include:
.
Promote and market the City and the City's visitor destinations, meeting facilities,
tourism, and related businesses (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
B!\ia, Mexico
Provide general information about the City, including City maps and brochures
.
.
.
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FEBRUARY 5, 2008, Item_
Page 4 of 5
RevisedlReduced responsibilities will include:
.
The operating hours for the Visitor Center will be reduced from seven days a week,
including holidays to operating six days per week (Monday through Saturday), and
closing on all major holidays.
The General Manager position for CONVIS is currently vacant. Duties of the
General Manger will be assumed by the Chief Executive Officer of the Chamber of
Commerce.
The Chamber will no longer be required to spend a portion of their funding to
advertise in travel related publications
The Chamber will no longer be required to conduct customer surveys
The Chamber will no longer be required to conduct an annual familiarization tour
for San Diego Convention and Visitors Bureau members, meeting planners and
concierges from around the County
.
.
.
.
Visitor Center Maintenance - City
In addition to the CONVIS 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 Fiscal Year 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 Auulicable
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)(I) is not applicable to this decision.
FISCAL IMPACT
The City Council recently revised the budget for Fiscal Year 2008, and discussed planned
revisions for Fiscal Year 2009. The Council-approved City budget includes $53,503.50 in
funding for the final six months of Fiscal Year 2008 for 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 six month figure is the $6,688.00
that the City pays the Chamber for general information services. Further, based upon the
budget revision process and subject to budget authorization, it is anticipated that
$119,007 will be available for Fiscal Year 2009 for CONVIS activities, Visitor Center
operations and to provide Chamber Information Services.
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FEBRUARY 5, 2008, Item
Page 5 of5
ATTACHMENTS
Attachment A - Council Policy #230-01
Attachment B - CONVIS Strategic Plan
Attachment C - Operating Rules
Prepared by: Craig Ruiz, Principal Economic Development Specialist, Office of Economic Development
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Attachment A
"
SUBJECT: SUPPORT FOR A CHULA VISTA VISITORS
AND CONVENTION BUREAU, SUBJEcr TO
ANNUAL APPROVAL OF A BUDGET AND
RELATED CONTRAcr
COUNCIL POLICY
CITY OF CHULA VISTA
POLlCY
NUMBER
230-01
EFFECI1VE
DATE
07-01-95
PAGE
10F2
ADOPI'ED BY: Resolution No. 17843
I DATED: 03-21-95
BACKGROUND
Particularly given the immin~nt opening of the Olympic Training Center in Chula VISta, the City desires to
promote tourism and the Cit) s visitor. oriented attractions and facilities. Visitor promotion and funding has
also been discussed in the conteXt of considering whether to abate the Transient Occupancy Tax (T.O.T ) on
April 1, 1995 from 10% to an amount not less than 8%.
PURPOSE
The purpose of this policy is to provide guidelines for the amount and use of Visitors and Convention
Promotion Funds.
POUCY
,..,
1. During the annual budget process, the City Council will consider the adoption of a Chula Vista Visitors
and Convention Promotion Budget for the following fiscal year. It shall be the policy of the City that
the ViSitors and Convention Promotion Budget should be funded from General Fund sources other than
the T.O.T., in an amount addressed in paragraphs 2 and 3 below. In implementing this policy, the
T.O.T. revenues collected may be a measure of the amount of the appropriation, but not the source of
funds used for the appropriation.
2. It is the policy of the City Council to direct staff to prepare a proposed IT 1995-96 Visitors and
Convention Promotion Budget, for Council's consideration during its IT 95.96 budget deliberations,
in an amount of $150,000.
3. Far IT 1996.97 and the three consecutive fiscal years thereafter, it shall be the policy of the City
Council to direct staff to prepare proposed Visitors and Convention Promotion Budgets, for Council's
consideration in its annual budget deliberations, in amounts measured by the amount ofT.O.T revenue
collected in the mast recent I-year period for which data is then available (typically April through
March) based on the following guidelines:
_ If the annual T.O.T. revenue is $1.5 million or less, the proposed Visitors and Convention Promotion
Budget would be an amount equivalent to 10% of the T.O.T revenue collected.
_ If the annual T.O.T revenue is more than $1.5 million and less than $2.5 million, the proposed
Visitors and Convention Promotion Budget would be $150,000 plus an amount equivalent to 5% of
the T.O.T. revenue in excess of $1.5 million. This guideline would thus result in a maximum
proposed annual ViSitors and Convention Promotion Budget of $200,000.
1
c
~
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COUNCIL POLICY
CITY OF CHUI.A VISTA
(
UBJECf: SUPPORT FOR A 0iULA VISTA VISITORS
AND CONVENTION BUREAU, SUBJECf TO
ANNUAL APPROVAL OF A BUDGET AND
RELATED CONTRACf
POLICY
NUMBER
230-01
EFFECfIVE
DATE
07-01-95
-
PAGE
20F2
DOPTED BY: Resolution No. 17843
I DATED: 03-21.95
- If the annual T.O.T. revenue exceeds $2.5 million, the proposed VISitors and Convention
Promotion Budget would be $200,000. The City would then review this Council Policy,
including discussing it with the Chamber of Commerce and the Chula VlSta Motel Association,
to determine whether the policy should be revised to provide any additional guidelines for
proposed VISitors and Convention Promotion funding beyond the $200,000 maximum
proposed annual amount provided in this policy.
The Chula Vtsta Chamber of Commerce and the Chula Vista Motel Association are forming a Chula
Vista VISitors and Convention Bureau, and representatives of those agencies and the City will be
involved in formulating a proposed Visitors and Convention Promotion Budget to be considered by
the City Council each fiscal year. It is anticipated that some projects included in the Visitors and
Convention Promotion Budget will continue to be administered by the City or be for services for
which the City has previously contracted with the Chamber of Commerce. It is also anticipated that
a significant portion (probably the majority) of the Visitors and Convention Promotion Budget will
be for specified services for which the City will execute an annual one-year contract with the
Chamber of Commerce, on behalf of the Visitors and Convention Bureau. The Chamber will provide
quarterly reports to the City to be specified in the annual contract, including appropriate accounting
data.
,...,.
This policy shall be set for review approximately five years after its adoption date. That review
should include, but not be limited to, the appropriateness of continuing to establish Visitors and
Convention Promotion budgets in relationship to the amount of T.O.T revenue collected, the
guidelines for such relationships, and the appropriateness of the Chamber of Commerce continuing
to act as the contracting arm of the Visitors and Convention Bureau compared to other
organizational arrangements such as the establishment of a stand-alone Visitors and Convention
Bureau.
-"l,
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Attachment B
Mission Statement for CVCVB as adopted in 2002:
The Chula Vista Convention & Visitors Bureau focuses on developing Chula Vista as a
destination city by generating and promoting tourism, while expanding and attracting
visitors to our community.
Summary of planning meetings held in March and April of 2006:
The advisory committee of the Chula Vista Convention and Visitors Bureau has decided
to work on a "specific plan" to go along with the existing Strategic Plan. This specific
plan is divided into 3 sections. They are: 12 month goals, 24 month goals and ongoing
goals. The goals are summed up in one general statement describing where the CVCVB
would like to be in two years.
CVCVB Specific Plan for FY 2006-2008
Two Year Vision Statement: The Chula Vista Convention & Visitors Bureau has put
togy;theF!!:)iS;ij~9f goals to accom$~sh in the nextc~~ears,~When our goals 1)Ie
a~mpliShedE^we would like to aChieve ryCognitiOll,by aU CaliforniaWeh:lJme Centers
. i',' . "'-', . ";;"<'t, - (if":"'''''''fF :::/'" ,.;>v,"'"1>. ;'/': ,; ,',:<''''''';&0\" ;,,';:~~01 ,c'''''"':''';':!
(~f)' w e wiEl!;alsQ;re-~rand1~urs~lve~tlsin! our Wl:lBsib:. ~eause theirit~et:!S us~ by
ai~aj ority of'~aveI;yr&~ to~y' swarK~~" ~e believ~;~t the:~eB~;iP o~ fir;tPl"~'!
im~essio~.l:"st bpt n?t le1J.it ~wil#J?o~ with the:~ity "nl:! the vls~t>r~rvi~o/'in~try
to foek.<l1'theoenefits dt.a;O<C~JriIf()'l'Kipsk designed intiooan~;maj6r Hq;te]'i1:~t:''''\:,;
development iri Chula Vista. In accomplishing these I11fljor gpals,.yve. beli:-vh;thatctburists
will see the value iri a visit to Chula. Vista. The tourism:ii1d'Ustry in ChuI~:ViSta is 'going
to grow tremendously iri the next 5 years. CVCVB wilHlJe. ontheloryfron!'9:tl'm~etirig
our city as a destiriation. .'. .' . ....
24 Montlt Goals
. Harbor excursion (Le. Gold Medal Shopping
Experience) for cruise passengers
. Incorporate '"historical museum" into Convis
activity
. Establish email blast system for quarterly
updates to stakeho Iders
. Research visitor service "business ODS"
List of onl!oinl! l!oals
. Operate 7 day/wk Visitor Info Ctr.
. Sell attraction tickets and market tourism on the local and regional level
. Stay engaged with SDCVB
. Advertising in local and regional ad campaigns
. Active Convis Advisory Committee
. Attend mixer/trade show events where and when relevant
.. Reach out to those who are relocating to CV for work etc.
. Promotion of services to city departments
12 Montlt Goals
. F AM tour for cruise lines
. Website update
. Brochures targeting different audiences
. Op Ed pieces in support of visitor service
development projects that will help increase
tourism
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Attachment C
":-'0
CHULA VISTA CONVENTION AND VISITORS BUREAU
A DIVISION OF THE
CHULA VISTA CHAMBER OF COMMERCE
OPERATING RULES:
1. ORGANIZATION: This division shall be known as the Chuia Vista Convention and Visitors Bureau
("CONVIS") and Visitor Information Center ("VIC") and shall be an integral part of the Chula Vista
Chamber of Commerce (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 California.
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 President or President-Elect, 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 shall have employment or interest in the entertainment, tourism or hotel industries. The Public
Information Coordinator of the City of Chula Vista shall be an ex-officio 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 CONVIS AND VIC
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 VIC shall be placed in a general operating fund under the
Chamber's name but separate from the Chamber's other accounts. Money subscribed or contributed 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 Chuia 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 accounts of CONVIS shall be examined annually in coordination with the
Chamber's annual audit and shall under the supervision of the Vice President Finance and Audit
Committee, according to Section 5A INTERNAL AUDIT COMMITTEE.
Ty Compton - Initial
Date
3-9
RESOLUTION NO. 2008-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING A 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 AT THE CHULA VISTA VISITOR INFORMATION
CENTER AND CHAMBER OF COMMERCE MAIN OFFICE,
WAIVING COUNCIL POLICY #230-01 TO ALLOW FOR
FUNDING IN AN AMOUNT LESS THAN THAT STATED IN
SAID POLICY
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 Commerce (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 calendar 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 six month agreement, with a I-year option for renewal, 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 remaining budget for fiscal year 2008 includes $53,503.50 in funding
dedicated to the Chamber for these services.
J:\Aacme~ESO\AGREEMENTS\Reso Chamber of Commerce FY08 09Drall:l_02-05-0~:'1 0
Resolution No. 2008-
Page 2
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista
approves a 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 at the Chula Vista Visitor Information Center and Chamber of
Commerce main office, waiving Council Policy #230-01 to allow for funding in an amount less than
that stated in said Policy, and authorizing the Mayor to execute the agreement.
Presented by
Approved as to form by
David R. Garcia
City Manager
J:\Altomey\RESOIAGREEMENTS\Reso Chamber ofCommen:e FY08 09Draf'll_02-05-0!3':'11
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUN L
oore
City Attorney
Dated:
l/~) 05
Agreement between
City of Chula Vista
and
Chula Vista Chamber of Commerce
3-12
Agreement between
City of Chula Vista
and
Chula Vista Chamber of Commerce ("Chamber")
Tills agreement ("Agreement"), dated January 1, 2008 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 ("Consultant"), 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 comer 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 from FY 1997-98 as extended through amendments to
December 31, 2007, copies of which are on file with the City (hereinafter "Existing CONVIS
Contract") and for Visitor and Transit Information Services from FY 1994-95 as extended
through amendments to December 31, 2007, a copy of which is on file with the City Clerk,
(hereinafter "Existing Information Contract"); and
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 six month 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; and
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Whereas, provided City Council appropriates sufficient funds for services to be provided
under this Agreement for fiscal year 2009, extending from July I, 2008 through June 30, 2009,
this Agreement may be extended, at the option of the City, for one (I) additional term of one (I)
year on the same terms and conditions as set forth herein, except as to the Compensation, which
shall be adjusted as set forth in Exhibit A, Section II. Compensation; and
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; and
Whereas, Consultant 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 Consultant to City
within the time frames herein provided all in accordance with the terms and conditions of this
Agreement; and
(End of Recitals)
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NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually
agree as follows:
1. Consultant's Duties
A. General Duties
Consultant 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", Consultant 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 Defmed
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 Consultant, from time to time reduce the
Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City
and Consultant 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 Defmed Services herein set forth, City may require Consultant
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 Consultant,
Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate
Schedule" in Exhibit A, Paragraph ID(C), unless a separate fixed fee is otherwise agreed upon.
All compensation for Additional Services shall be paid monthly as billed.
E. Standard of Care
Consultant, 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.
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F. Insurance
Consultant must procure insurance against claims for injuries to persons or damages to
property that may arise from or in connection with the performance of the work under the
contract and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors and provide documentation of same prior to commencement of work. The
insurance must be maintained for the duration of the contract.
Minimum Scope ofInsurance
Coverage must be at least as broad as:
(I) Insurance Services Office Commercial General Liability coverage (occurrence F onn
CGOOOI).
(2) Insurance Services Office Form Number CA 0001 covering Automobile Liability,
Code 1 (any auto).
(3) Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
(4) Professional Liability or Errors & Omissions Liability insurance appropriate to the
Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
Minimum Lirnits ofInsurance
Contractor must maintain limits no less than:
1. General Liability:
(Including operations,
products and completed
operations, as applicable)
2. Automobile Liability:
3. Workers' Compensation
Employer's Liability:
4. Professional
Errors &
Liability:
Liability or
Omissions
$1,000,000 per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability insurance
with a general aggregate limit is used, either the general
aggregate limit must apply separately to this project/location or
the general aggregate limit must be twice the required occurrence
limit.
$1,000,000 per accident for bodily ~ury and property damage.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
$1,000,000 each occurrence
4
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Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At
the option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the
Consultant will provide a financial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's compensation
policies are to contain, or be endorsed to contain, the following provisions:
(I) The City of Chula Vista, its officers, officials, employees, agents, and volunteers are
to be named as additional insureds with respect to liability arising out of automobiles
owned, leased, hired or borrowed by or on behalf of the Consultant, where applicable,
and, with respect to liability arising out of work or operations performed by or on
behalf of the Consultant, including providing materials, parts or equipment furnished
in connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the contractor's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
(2) The Consultant's General Liability insurance coverage must be primary insurance as
it pertains to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees,
or volunteers is wholly separate from the insurance of the contractor and in no way
relieves the contractor from its responsibility to provide insurance.
(3) The insurance policy required by this clause must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice
to the City by certified mail, return receipt requested.
(4) Coverage shall not extend to any indemnity coverage for the active negligence of the
additional insured in any case where an agreement to indemnify the additional insured
would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
(5) Consultant's insurer will provide a Waiver of Subrogation in favor of the City for
each required policy providing coverage during the life of this contract.
If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions
coverage are written on a claims-made form:
(1) The "Retro Date" must be shown, and must be before the date of the contract or the
beginning of the contract work.
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3-17
(2) Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the contract work.
(3) If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a "Retro Date" prior to the contract effective date, the Consultant
must purchase "extended reporting" coverage for a minimum of five (5) years after
completion of contract work.
(4) A copy of the claims reporting requirements must be submitted to the City for review.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V. If insurance is placed with a
surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus
Lines Insurers ("LESLI") with a current A.M. Best's rating of no less than A X. Exception may
be made for the State Compensation Fund when not specifically rated.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on insurance industry
forms, provided those endorsements or policies conform to the contract requirements. All
certificates and endorsements are to be received and approved by the City before work
commences. The City reserves the right to require, at any time, complete, certified copies of all
required insurance policies, including endorsements evidencing the coverage required by these
specifications.
Subcontractors
Consultants must include all subconsultants as insureds under its policies or furnish separate
certificates and endorsements for each subconsultant. All coverage for subconsultants are subject
to all of the requirements included in these specifications.
G. Security for Performance
(I) Performance Bond
In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide
a Performance Bond (indicated by a check mark in the parenthetical space immediately
preceding the subparagraph entitled "Performance Bond"), then Consultant 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, htto://www.frns.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,
6
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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 Exhibit A,
Paragraph 18.
(2) Letter of Credit
In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant to provide
a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding
the subparagraph entitled "Letter of Credit"), then Consultant 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 Consultant is 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 Exhibit A, Paragraph 18.
(3) Other Security
In the event that Exhibit A, at Paragraph 18, indicates the need for Consultant 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
Consultant shall provide to the City such other security therein listed in a form and amount
satisfactory to the Risk Manager or City Attorney.
H. Business License
Consultant 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 Consultant 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 Consultant throughout the term of the agreement. In addition thereto, City agrees
to provide the information, data, items and materials set forth on Exhibit A, Paragraph 9, and
with the further understanding that delay in the provision of these materials beyond thirty (30)
days after authorization to proceed, shall constitute a basis for the justifiable delay in the
Consultant's performance of this agreement.
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B. Compensation
Upon receipt of a properly prepared billing from Consultant submitted to the City
periodically as indicated in Exhibit A, Paragraph 17, but in no event more frequently than
monthly, on the day of the period indicated in Exhibit A, Paragraph 17, City shall compensate
Consultant for all services rendered by Consultant according to the terms and conditions set forth
in Exhibit A, Paragraph 10, 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 18 of Exhibit A, and shall compensate Consultant for out of pocket expenses
as provided in Exhibit A, Paragraph 11.
All billings submitted by Consultant 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 17(C)
to be charged upon making such payment.
3. Administration of Contract
Each party designates the individuals ("Contract Administrators") indicated on Exhibit A,
Paragraph 12, as said party's contract administrator who is authorized by said party to represent
them in the routine administration of this agreement.
4. Term
A. Initial Term. The initial term of this Agreement shall be for a period of six months
ending, June 30, 2008.
B. Option to Extend. Subject to City Council action appropriating sufficient funds for
services to be provided under this Agreement for fiscal year 2009, extending from July I,
2008 through June 30, 2009, this Agreement may be extended, at the option of the City, for
one (I) additional term of one (1) year. In no event shall this Agreement be extended beyond
June 30, 2009.
(1) Written Extension. The exercise of the Option to Extend shall be manifested by a
written document, signed by the City Manager, indicating that the City has appropriated
sufficient funds to extend this Agreement and that the City is exercising its option to
extend.
C. This Agreement shall terminate when the Parties have complied with all executory
provisions herein.
5. Liquidated Damages
The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A,
Paragraph 13.
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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 of
the time specified for the completion of the respective work assignment or Deliverable, the
Consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated
Damages Rate provided in Exhibit A, Paragraph 13 ("Liquidated Damages Rate").
Time extensions for delays beyond the Consultant'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 Consultant
A. Consultant is Designated as an FPPC Filer
If Consultant is designated on Exhibit A, Paragraph 14, as an "FPPC filer", Consultant is
deemed to be a "Consultant" 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 14 of
Exhibit A, or if none are specified, then as determined by the City Attorney.
B. Decline to Participate
RegardlesS of whether Consultant is designated as an FPPC Filer, Consultant shall not make,
or participate in making or in any way attempt to use Consultant's position to influence a
governmental decision in which Consultant knows or has reason to know Consultant has a
financial interest other than the compensation promised by this Agreement.
C. Search to Determine Economic Interests
Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and
represents that Consultant has diligently conducted a search and inventory of Consultant's
economic interests, as the term is used in the regulations promulgated by the Fair Political
Practices Commission, and has determined that Consultant does not, to the best of Consultant's
knowledge, have an economic interest which would conflict with Consultant's duties under this
agreement.
D. Promise Not to Acquire Conflicting Interests
9
3-21
Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants
and represents that Consultant will not acquire, obtain, or asswne 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 Consultant is designated as an FPPC Filer, Consultant further warrants
and represents that Consultant will immediately advise the City Attorney of City if Consultant
learns of an economic interest of Consultant's that 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
Consultant warrants and represents that neither Consultant, nor Consultant's immediate
family members, nor Consultant's employees or agents ("Consultant Associates") presently have
any interest, directly or indirectly, whatsoever in any property which may be the subject matter
of the Defmed 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 14.
Consultant further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Consultant or
Consultant Associates in connection with Consultant's performance of this Agreement.
Consultant promises to advise City of any such promise that may be made during the Term of
this Agreement, or for twelve months thereafter.
Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest
within the Term of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
Consultant may not conduct or solicit any business for any party to this Agreement, or for
any third party that may be in conflict with Consultant's responsibilities under this Agreement,
except with the written permission of City.
7. Hold Harmless
Consultant 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
Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for
whom Consultant 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
10
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by or claimed to be caused by the active or passive negligent acts or omissions of the City, its
agents, officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third party.
With respect to losses arising from Consultant's professional errors or omissions, Consultant
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.
Consultant'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. Consultant's obligations under this Section shall
not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations
under this Section shall survive the termination of this Agreement.
For those professionals who are required to be licensed by the state (e.g. architects, landscape
architects, surveyors and engineers), the following indemnification provisions should be utilized:
(I) Indemnification and Hold Harmless Agreement
With respect to any liability, including but not limited to claims asserted or costs, losses,
attorney fees, or payments for injury to any person or property caused or claimed to be caused by
the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising
out of any services performed involving this project, except liability for Professional Services
covered under Section 7.2, the Consultant agrees to defend, indemnify, protect, and hold
harmless the City, its agents, officers, or employees from and against all liability. Also covered is
liability arising from, connected with, caused by, or claimed to be caused by the active or passive
negligent acts or omissions of the City, its agents, officers, or employees which may be in
combination with the active or passive negligent acts or omissions of the Consultant, its
employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising from the sole negligence or sole
willful misconduct of the City, its agents, officers or employees. This section in no way alters,
affects or modifies the Consultant's obligation and duties under Section Exhibit A to this
Agreement.
(2) Indemnification for Professional Services.
As to the Consultant's professional obligation, work or services involving this Project,
the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and
employees from and against any and all liability, claims, costs, and damages, including but not
limited to, attorneys fees, that arise out of, or pertain to, or relate to the negligence, recklessness
or willful misconduct of Consultant and its agents in the performance of services under this
agreement, but this indemnity does not apply liability for damages for death or bodily injury to
persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or
11
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defects in design by City or the agents, servants, or independent contractors who are directly
responsible to City, or arising from the active negligence of City.
8. Termination of Agreement for Cause
If, through any cause, Consultant shall fail to fulfill in a timely and proper manner
Consultant's obligations under this Agreement, or if Consultant 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 Consultant 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 Consultant shall, at the option of the City, become the property of the
City, and Consultant 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 Consultant's breach.
9. Errors and Omissions
In the event that the City Administrator determines that the Consultants' 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, Consultant
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 Consultant 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 City as provided in this
paragraph, Consultant shall be entitled to receive just and equitable compensation for any
satisfactory work completed on such documents and other materials to the effective date of such
termination. Consultant hereby expressly waives any and all claims for damages or
compensation arising under this Agreement except as set forth herein.
11. Assignability
The services of Consultant are personal to the City, and Consultant shall not assign any
interest in this Agreement, and shall not transfer any interest in the same (whether by assignment
or notation), without prior written consent of City.
City hereby consents to the assignment of the portions of the Defined Services identified in
Exhibit A, Paragraph 16 to the subconsultants identified thereat as "Permitted Subconsultants".
12
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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 Consultant 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 Consultant 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 Consultant's work products.
Consultant and any of the Consultant'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 Consultant shall be solely responsible for the
payment of same and shall hold the City harmless with regard thereto.
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, Consultant 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.
13
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16. Statement of Costs
In the event that Consultant prepares a report or document, or participates in the preparation
of a report or document in performing the Defined Services, Consultant 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.
1 7. Miscellaneous
A. Consultant not authorized to Represent City
Unless specifically authorized in writing by City, Consultant shall have no authority to act as
City's agent to bind City to any contractual agreements whatsoever.
B. Consultant is Real Estate Broker and/or Salesman
If the box on Exhibit A, Paragraph 15 is marked, the Consultant 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, Consultant represents that neither Consultant, 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 LawNenue
14
3-26
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 ofChula Vista.
(End of page. Next page is signature page.)
15
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Signature Page
to
Agreement between
City of Chula Vista
and
Chula Vista Chamber of Commerce
IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
Dated:
City of Chula Vista
By:
Cheryl Cox, Mayor
Attest:
City Clerk
Approved as to form:
Ann Moore, City Attorney
Dated:
Chula Vista Chamber of Commerce
~~. --- c--.},
~
Lisa Cohen, CEO
Exhibit List to Agreement
( X ) Exhibit A.
16
3-28
Exhibit A
to
Agreement between
City of Chula Vista
and
ChamberofComm~ce
1. Effective Date of Agreement: January 1, 2008
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:
form]
, a [insert business
("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
Fax Phone (619) 420-1269
17
3-29
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 facilities, 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. Although 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 Applying to Both 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, 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) Staffmg
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
18
3-30
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:
1. 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 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:
1. 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 Califomia - including but not limited to major highways,
cities and visitor attractions.
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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
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.
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(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 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 entities,
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 City's Community Development
Department on responses to significant business relocation inquiries.
(8) Information
The Chamber shall exercise care in ensuring the Center has new, pertinent
information as it arises, such as 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").
(9) 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.
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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.
(2) 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.
(3) 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.
(4) Advertising
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 City'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.
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(5) 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. Promote and market the City and the following visitor-serving
attractions at industry trade shows:
1. 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.
(I) 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 Saturday, and shall be closed
on all weekends and major holidays. Operating hours shall be 8:00 am to 4:30 pm
on weekdays and 8:30 am to 4:00 pm on Saturdays, subject to amendment by
separate written Agreement of the Chamber and City Contract Administrator.
(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.
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(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.
(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 City, 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 ChuIa 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.
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(10) Restroom Access
Due to health and safety concerns there are no public restrooms 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 defmed 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 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:
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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 within Chula Vista are displayed at all times.
b. Display map of the City ofChula 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 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.
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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
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.
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(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 1,2009.
Information Services - Chamber's Main Office (223 Fourth Avenue) and Off-Site
In recognition of the fact that not all services can be solely performed at the Center, due
primarily to the walk-in oriented 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.
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Performance Meetings and Minor Amendments to Agreement
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 subject to a formal written amendment
approved by the City Council.
B. Date for Commencement of Chamber Services:
( ) Same as Effective Date of Agreement
(x) Other:
Januarv 1.2008
C. Dates or Time Limits for Delivery of Deliverables:
June 30, 2008
D. Date for completion of all Chamber services:
June 30, 2009
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.
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B. . Duty to Allow the Chamber to Conduct Certain Commercial Activities
(1) Permitted Commercial Activities
On the terms and conditions herein specified, including accordance with
the approved Design 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.
II. 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:
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(1) Single Fixed Fee Amount for the remainder of Fiscal Year FY 08: $53,503.50,
payable as follows: Promotion Services & Center Information Services: $46,815.50; payable in
two quarterly increments of $23,407.50. Main Office Information Services: $6,688.00; payable
in two quarterly increments of $3,344.00
(2) Single Fixed Fee Amount for Fiscal Year FY09 $119,007, payable as follows:
Promotion Services & Center Information Services: $104,131.12; payable in four quarterly
increments of $26,032.78, Main Office Information Services: $14,875.88; payable in four
quarterly increments of$3,718.97. This Single Fixed Fee Amount for FY09 is contingent upon
the appropriation of such funds by City Council and the execution of an option to renew.
For purposes of computing net profits, monies received from the San Diego County Co=unity
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 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 Deli verables set forth. Consultant
shall not co=ence 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
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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
For performance of the Defmed 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 Defmed 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
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() Hourly rates may increase by 6% for services rendered after [month], 19 ,
if delay in providing services is caused by City.
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:
Craig Ruiz, Principal Economic Development Specialist
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
(619) 691-5248
Chamber:
Lisa Cohen, CEO,
Chula Vista Chamber of Commerce
233 Fourth Avenue
Chula Vista, CA 91910
(619) 420-6602
14. Liquidated Damages Rate:
( )$_perday.
(x) Other: None
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15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code:
(x) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
( ) Category No.1. Investments and sources of income.
( ) Category No.2. Interests in real property.
( ) Category No.3. Investments, interest in real property and sources of
income subject to the regulatory, permit or licensing authority of the
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.
( ) 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 A TM Machine
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- Pay Phone
- Soft drink and snack vending machines
Any revenues derived from these contracts shall be include the totals for Gross Sales.
Ifphysical 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.
17 Bill Processing:
A) Consultant's Billing to be submitted for the following period of time:
( ) Monthly
(x) Quarterly
Paid in advance. $26,751.75
For FY 08 Fourth Quarter; beginning April I, 2008: $26,751.75
For each quarter ofFY 09 $29,751.75
( ) Other:
B) Day of the Period for submission of Consultant's Billing
x) First of the Month
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( ) 15th Day of each Month
( ) End of the Month
( ) Other:
C) City's Account Number:
18 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 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: $
( ) Other:
Retention Release Event:
( ) Completion of All Consultant Services
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