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HomeMy WebLinkAbout07/02/1991, 6 - CONSIDERATION OF RECOMMENDATIONS FROM THE PROMOTIONAL COORDINATING COMMITTEE FOR THE CITY'S 1991-93 PROMOTIONAL PROGRAM II `II p II ` '�'�/ (� J ' IIIy�I�IIiIVIIIIIII�I���Iu� III T MEETING DATE: ����� ci o san lues o8ispo - Z-9� wMid COUNCIL AGENDA REPORT ITEM NUMBER: FROM: Ken Hampian, Assistant City Administrative Officer ?t- Prepared By: Alison Lloyd, Administrative Analyst SUBJECT: Consideration of recommendations from the Promotional Coordinating Committee for the City's 1991-93 Promotional Program CAO RECOMMENDATIONS: 1. Consider recommendations from the Promtional Coordinating Committee and determine appropriate funding levels for the City's contracts with the San Luis Obispo Chamber of Commerce and the San Luis Obispo County Visitors and Conference Bureau for 1991-93 . 2. Authorize the Mayor to execute two-year contracts with the Chamber of Commerce and San Luis Obispo County Visitors and Conference Bureau for promotional services after action has been taken on funding levels for each contract (Attachment No. l) . I . REPORT-IN-BRIEF: i The PCC has completed its review of the City's contracts with the San Luis Obispo Chamber of Commerce and the San Luis Obispo County Visitors and Conference Bureau (VCB) for advertising and promotional services for 1991-93 . Consistent with the City Council ' s direction, the PCC is recommending two year contracts for both the Chamber of Commerce and the VCB in the following amounts: I Current 1991-92 %Chanoe 1992-93 Chamber of Commerce: Visitors Services $48,230 $52,040 (+ 7.9%) $55,162 (+6.0%) Promotion $28,790 $30,275* (+ 5.0%) $32,062* (+6.09;) Tourist WAter Awareness $ 5,800** $ 5,800** (+ 0.0%) $ 5,800** (+0.0%) VCB $46,000 $50,925 (+ 10.7%) $54,000 (+6.0%) * Includes $500 annual membership fee for Central Coast Tourism Council. **Funded through Water Conservation Program budget. With respect to the Chamber of Commerce contracts, the recommended funding levels provide for a continuation of existing services in the areas of promotion, operation of the Visitors Center, and the Tourist Water Awareness Program. Recommended funding for 1991-92 represents a 6. 4% increase over 1990-91 funding levels; recommended funding for 1992-93 represents a 6.2% increase over the City' s proposed funding levels for 1992-93 . No significant changes to services overall are planned for 1991-93 . 1 city of San LUIS o61Spo Gia; COUNCIL AGENDA REPORT Page 2 The same applies to the VCB contract. The funding recommendation for 1991-92 represent a 10. 7% increase over 1990-91 funding levels and a 10. 7% increase in the Community Promotion Program budget for 1992-93 , based on 3 . 5% of the Transit Occupancy Tax (TOT) collected in prior years. Alternatives to a direct TOT allocation approach are provided by staff. The final component of the 1991-93 Promotional Program is the i advertising contract which will be brought back for separate I` Council consideration at a later date. The Chamber of Commerce and the VCB concur with the PCC' s funding recommendations. DISCUSSION: Background i The City currently holds four, one year contracts for promotional and advertising services. The Chamber of Commerce holds two of these contracts; one contract is for visitor services and the other is for promotional services. A third contract is held by the San Luis Obispo County Visitors and Conference Bureau (VCB) and represents the City' s contribution toward the marketing of the entire central coast as a tourist destination. The final contract currently held by SJ Francis and Associates is for advertising services. These contracts represent the City's total promotional efforts. i All current promotional and advertising contracts are for one year in length and funded with monies from the Community Promotional budget. For 1991-93 however, as part of the decision to increase the Transient Occupancy Tax, the City Council directed staff to ' evaluate the possibility of negotiating two-year contracts for these services. This action would benefit both the City and the contractors as it will align the advertising and promotional contracts with the City's two-year budget process, reduce the administrative paperwork, and allow the contractors to develop longer term strategies for promoting the community. The Promotional Coordinating Committee (PCC) is responsible for reviewing the proposals for advertising and promotional services and providing the City Council with recommendations for funding levels. Once their review is completed, the recommendations are then presented to the City Council for action. After the City Council has acted on the funding levels and the contracts are I approved, the PCC is responsible for monitoring contract implementation throughout the year. city of San Luis OBIspo COUNCIL AGENDA REPORT Page 3 Review Process & Contract Recommendations During March, two-year proposals were requested from the Chamber of Commerce and the VCB. The PCC established an Advertising and Promotional Subcommittee composed of Sam Ellis (who served as Chair) , Jesse Norris, and Jack Gatz to perform a detailed review of the proposals. It is important to emphasize that the City typically negotiates directly with the Chamber of Commerce and VCB for their services because it is generally felt that both organizations offer unique services and are best suited to provide promotional and visitor services. I The Chamber and VCB submitted proposals to the City in April. The Subcommittee reviewed the proposals from the Chamber of Commerce and the VCB and determined that they were reasonable and continued to offer cost-effective valuable services to the City. The Subcommittee presented their preliminary recommendations to the full PCC at a Public Hearing on May 16, 1991. The full PCC concurred with the Subcommittee's recommendations and directed staff to forward the following recommendations to the City Council: 1. Chamber of Commerce i i Visitors Services Contract - Under the Visitors Services contract, the Chamber of Commerce provides a full-service visitors center that is open to the public seven days a week. The center responds to visitors inquiries; distributes maps and promotional literature; and maintains information on economic data, recreational facilities, and cultural events taking place in the City of San Luis Obispo. The City has held a contract with the Chamber for visitor services for over 30 years. The Chamber of Commerce submitted a proposal for 1991-93 visitors services that will continue to maintain the same basic services for each year. The Chamber's request for $52, 040 for 1991-92 represents a 7.9% increase over the 1990- 91 contract level. The additional monies are requested to offset rising cost-of-living expenses and increased costs associated with advertising responses. The Chamber's request for $55, 162 for 1992-93 represents a 6% increase over the requested funding level for 1991-92 . At the requested funding levels, the City's portion of the total cost for continued operation and maintenance of the visitors center is 27%, which is slightly lower than the previous year. The remaining 73% is funded through the Chamber of Commerce and from sales in the Visitors Center. 61-3 �Ium��NVVIIIIIIIIIP ��U��l city of san c.AIS osispo COUNCIL AGENDA REPORT Page 4 The PCC is recommending that the Chamber of Commerce Visitor Services contract be funded for two years at their requested level of $52, 040 for 1991-92 and $55, 162 for 1992-93 for a total of $107, 202 . It is the PCC's opinion that the Chamber of Commerce continues to provide valuable services to the City and their justification for additional monies is reasonable (rising labor and operating costs) . Promotional Contract - Under the Promotional Contract, the Chamber of Commerce provides promotional services for the City to encourage travel to San Luis Obispo. This includes j activities to generate free editorial coverage for San Luis Obispo through a carefully orchestrated program of news releases, letters and personal contact with travel writers and editors throughout the state. The City has held a contract with the Chamber for these services since 1973 . I The Chamber of Commerce submitted a proposal for the 1991-93 Promotional Contract that also maintains the same overall services for each year. The Chamber's request of $29, 775 for 1991-92 represents a 3% increase over the 1990-91 contract level. The Chamber' s request for $31, 562 for 1992-93 represents a 6% increase over the requested 1991-92 funding level. The additional monies are requested to offset increased expenses such as labor, postage and rent. In addition, the Chamber is requesting $1, 000 ($500 each year) to join the Central Coast Tourism Council (CCTC) , which is a volunteer committee sanctioned by the State of California Department of Tourism for the purpose of promoting increased tourism through a cooperative marketing effort of the tourism industry providers. I The PCC is recommending that the Chamber of Commerce' s Promotional Contract be funded for two years at $30, 275 for 1991-92 and $32, 062 for 1992-93 for a total of $62 , 337. The funding recommendation includes a two-year membership fee for the CCTC. It is the PCC's opinion that the Chamber of Commerce continues to provide valuable services to the City and their justification for additonal monies is reasonable (rising labor, rent, and postage costs) . Tourist Water Awareness Program - The Chamber of Commerce is also requesting a total of $11, 600 ($5, 800 each year) to continue the Tourist Water Awareness Program for 1991-93 . During 1990-91, a joint program with the Chamber of Commerce was approved that encourages tourists to conserve water while 111111111111InM111 CTLy Of san LUIS OBISPO _ IUI COUNCIL AGENDA REPORT Page 5 visiting San Luis Obispo. Under the joint program, the City agreed to fund the costs of the materials (e.g. , tent cards, stickers, shower hanger cards) and the Chamber of Commerce agreed to design the materials and provide promotional services needed to implement the program. The program has been successful with a majority of local restaurants, bars, hotels and motels displaying the provided materials. Requested funding will be used to cover the costs associated with reprinting and redistributing the materials. The PCC is recommending that the Tourist Water Awareness Program be continued into 1991-93 . The PCC feels that given i the future uncertainties associated with the drought, it would be wise for the City to continue to support this program. It is important to emphasize that the Utilities Department has agreed to fund the entire program for a total of $11, 600 through the Water Conservation budget provided that all expenditures receive prior approval from the City's Water Conservation Coordinator. 2 . San Luis Obispo County Visitors and Conference Bureau Ji Under the VCB's contract, the City's annual contribution represents our share of the effort to market the central coast as a tourist destination. The VCB's services focus on promoting the entire county and include advertising and promotion, participation in trade shows, brochure development and distribution, publicity, market research, assistance with group and conference planning, and film production development. The VCB' s funding is derived from requests for annual contributions from the County and each city within the county. The City has held a contract with the VCB since . j 1987-88 . The VCB has submitted a proposal for 1991-93 that provides for a continuation of the same Qverall services as provided during 1990-91. Emphasis for 1991-92 will be placed however, on increasing membership sales, advertising, trade show participation and promotion, brochure production, and publicity. The VCB will also concentrate its efforts on increasing film production and group travel in the county. During 1992-93 , the primary focus of the VCB will be the continuation of these marketing programs. The VCB's funding request of $50, 925 for 1991-92 represents a 10.7% increase over the 1990-91 contract amount. Requested funding of $54 , 000 for 1992-93 represents a 6% increase over l the amount requested for 1991-92 . As has been the VCB's _ IIWIWWIWu ' WWWWWUI._1�1t1J_Al-_/�1_N�t.�-A M. �1.N.A. -- A6 I���►�►�u►�Illllllllli�u'uq��l`I city of San Mi s OBISPO COUNCIL AGENDA REPORT Page 8 3 . Approve promotional contracts for one year. Under this alternative the Council would retain the current practice of approving contracts with the Chamber of Commerce and Visitors and Conference Bureau for one year only. While this is a feasible alternative, it is not recommended. As previously mentioned, two year contracts will align the promotional contracts with the City's budget process, reduce administrative paperwork, and allow the contractors to develop longer term strategies for promoting San Luis Obispo. The Chamber, the VCB and City staff concur that multi-year contracts would be preferable to the one-year contracts currently held. ATTACHMENTS: I 1. Chamber of Commerce and VCB Contracts 2 . Funding Summary NOTE: Detailed proposals and Annual Yearly Reviews for the Chamber and VCB's contracts are available for review in the Council Reading File and City Clerk' s Office. I I I I I a1\pccadcon.wp I . .r1 PROFESSIONAL SERVICES AGREEMENT WITH THE SAN LUIS OBISPO COUNTY VISITORS AND CONFERENCE BUREAU FOR PROMOTIONAL AND ADVERTISING SERVICES This agreement is made this day of , 1991, by and between the CITY OF SAN LUIS OBISPO, California (hereinafter referred to as "City") , and the County of San Luis Obispo visitors and Conference Bureau (hereinafter referred to as "Contractor") . WITNESSETH: WHEREAS, City desires to support a coordinated marketing program for San Luis Obispo as a visitors and conferencing locale; and WHEREAS, the coordination and development of enhanced visitors and conferencing trade is an appropriate adjunct to the proper promotion of the City; and WHEREAS, City desires to maintain and enhance its market share in an increasingly competitive environment; and WHEREAS, City desires to engage Contractor to provide these services by reason of its qualifications and experience for performing such services, and Contractor has offered to provide the requested services on the terms and in the manner set forth herein. NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1. PROGRAM COORDINATION: a. CITY. The City Administrative Officer or his designated representative shall be the Project Manager representing the City for all purposes under this agreement. He shall supervise the progress and execution of this agreement. b. CONTRACTOR. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for Contractor. Jonni Eylar is hereby designated as the Project Manager for Contractor. Should circumstances or conditions subsequent to the execution of this document require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written approval by City Project Manager. 2. DUTIES OF CONTRACTOR: a. In addition to this Visitors and Conference Bureau (VCB) Agreement, City contracts with the San Luis Obispo ATTACHMENT N0. 1 t/J Chamber of Commerce for visitors and promotional services. The City separately contracts with an independent agency to provide promotional advertising services. The VCB acknowledges the potential for duplication of efforts and costs as a result of these contracts with the City. In performing its services under this agreement, the VCB agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the Promotional Services, the Visitors Center, and Promotional Advertising Agreements. b. Services to be furnished. Contractor shall provide all specified services as set forth and incorporated herein by this reference. C. VCB will maintain an office suitable for the conduct of a visitors and conference bureau. This office shall be open during normal office hours to facilitate contact with conference representatives. d. VCB staff shall include personnel qualified in visitors and conference bureau administration. e. VCB shall conduct a visitors and conference bureau on behalf of City as outlined here below or as may be modified from time to time by mutual agreement between the City and the VCB. f. The program conducted by the VCB shall include, but not be limited to the following: 1. Development of direct sales efforts to attract group business and conferences. Major markets would include Los Angeles, San Francisco, Sacramento, Bakersfield and Fresno. 2 . Attendance and representation of San Luis Obispo County at major travel and sales shows during the contract time period. 3 . Coordination of scheduling for potential conferences with individual properties in San Luis Obispo County. 4. Development of new, coordinated county wide sales materials and brochures to be used in the marketing program. S. Creation and implementation of a coordinated and planned marketing campaign, stressing the benefits of the San Luis Obispo area as a destination for visitors. 6. Submittal of a quarterly report on the progress of the VCB to the City' s Project Manager, and the Promotional Coordinating Committee (PCC) . g. All services provided by the Contractor listed within this agreement are in addition and beyond those of any and all other contracts currently held between the city and the Contractor. h. Laws to be observed. Contractor shall: 1. Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incidental to the due and lawful prosecution of the services to be performed by contractor under this agreement; 2 . Keep itself informed of all existing and proposed federal, state and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this agreement, and materials used in Contractor's performance under this agreement, or the conduct of the services under this agreement; 3 . At all times observe and comply with and cause all of its employees to observe and comply with all of said laws, ordinances, decrees, and orders mentioned above. 4. Immediately report to the City's Project Manager in writing any discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders and decrees mentioned above in relation to plans, drawings, specifications, or provision of this agreement. i. Conies of reports and information. If City requests additional copies of reports, drawings, specifications, or any other material in addition to what the Contractor is required to furnish in limited quantities as part of the services under this agreement, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at Contractor's direct expense. j . Qualifications of Contractor. Contractor represents that it is qualified to furnish the services described under this agreement. k. Use of Recycled Paper and Recycled Products. The Contractor agrees to use recycled paper and recycled products in connection with furnishing the services contained in this agreement whenever feasible. 3 . DUTIES OF THE CITY: City agrees to cooperate with Contractor and to perform work described hereto and incorporated by this reference. 4 . COMPENSATION• The Contractor will perform the work as described and as directed by the City' s Project Manager. a. City will pay contractor the sum of Fifty Thousand Nine Hundred Twenty-Five Dollars ($50, 925) for 1991-92 ; and Fifty-Four Thousand Dollars ($54, 000) for 1992-93 for promotional and advertising services as described herein. b. Payment shall be made in a total of four equal installments: Twenty-Five Thousand Four Hundred Sixty- Two Dollars and Fifty Cents ($25, 462 . 50) on July 31, 1991 and January 1, 1992 ; and Twenty-Seven Thousand Dollars ($27, 000) on July 31, 1992 and January 1, 1993 . 5 . TIME FOR COMPLETION OF THE WORK: Program is for a two year period commencing. on July 2 , 1991 and ending on July 1, 1993 . Contractor shall perform services in a timely manner upon direction and guidance from City Project Manager and PCC; Contractor acknowledges timing is at the sole discretion of the City. 6. TEMPORARY SUSPENSION: The City Project Manager shall have the authority to suspend this agreement wholly or in part, for such period as he deems necessary due to unfavorable conditions or to the failure on the part of the Contractor to perform any provision of this agreement. Contractor will be paid the compensation due and payable to the date of temporary suspension. 7. SUSPENSION; TERMINATION: a. Right to suspend or terminate. The City retains the right to terminate this agreement for any reason by notifying Contractor in writing sixty (60) days prior to termination and by paying the compensation due and payable to the date of termination; provided, however, if this agreement is terminated for fault of Contractor, City shall be obligated to compensate Contractor only for that portion of contractor services which are of benefit to City. Said compensation is to be arrived at by mutual agreement of the City and Contractor. Should they fail to agree, then an independent arbitrator is to be appointed by mutual agreement and his decision shall be binding upon the parties. -�a2 8. INSPECTION• Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this agreement. All work done and all materials furnished, if any, shall be subject to the City Project Manager's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its agreements as prescribed. 9. OWNERSHIP OF MATERIALS: Due to several cities ' involvement with the Visitors and Conference Bureau, all materials, photos, drawings, and other original materials shall remain the property of the Bureau. The City shall have free, reasonable and timely access to use of these materials. 10. INDEPENDENT JUDGMENT: Failure of the City to agree with Contractor's independent findings, conclusions, or recommendations, if the same are called for under this agreement, on the basis of differences in matters of judgement shall not be construed as a failure on the part of the Contractor to meet the requirements of this agreement. 11. ASSIGNMENT: . SUBCONTRACTORS: EMPLOYEES: This agreement is for the performance of professional marketing services of the Contractor and is not assignable by the Contractor without prior consent of the City in writing. The Contractor may employ other specialists to perform special services as required with prior approval by the City. 12. NOTICE• All notices hereunder shall be given in writing and mailed, postage prepaid, by Certified Mail, addressed as follows: To City: Alison Lloyd, Administrative Analyst City of San Luis Obispo P. 0. Box 8100 San Luis Obispo, CA 93403-8100 To Contractor: San Luis Obispo County Visitors and Conference Bureau - 1041 Chorro Street, Suite E San Luis Obispo, CA 93401 13. INTEREST OF CONTRACTOR: Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this agreement, no subcontractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest under this agreement is an officer or employee of the City. It is expressly agreed that, in the performance of the services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of City. 14. INDEMNITY• Contractor hereby agrees to indemnify and save harmless City, its officers, agents and employees from: A. Any and all claims and demands which may be made against City, its officers, agents or employees by reason of any injury to or death of any person or corporation caused by any negligent act or omission of Contractor under this agreement or of Contractor's employees or agents. B. Any and all damage to or destruction of the property of City, its officers, agents or employees, occupied or used by or in the care, custody, or control of Contractor, or in proximity or omission of Contractor under this agreement or of Contractor's employees or agents. C. Any and all claims and demands which may be made against City, its officers, agents or employees by reason of any injury to or death of or damage suffered or sustained by any employee or agent of Contractor under this agreement, however caused, excepting, however, any such claims and demands which are the result of the negligence or willful misconduct of City, its officers, agents, or employees. D. Any and all claims and demands which may be made against City, its officers, agents, or employees by reason of any infringement or alleged infringement of any patent rights or claims caused by the use of any apparatus, appliance, or materials furnished by Contractor under this agreement. E. Any and all penalties imposed or damages sought on account of the violation of any law or regulation or of any term or condition of any permit, when said violation of any law or regulation or of any term or condition of any permit is due to negligence on the part of the Contractor. 15. WORKERS COMPENSATION: Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which require every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions before commencing the performance of the work of this agreement. 16. INSURANCE: Contractor shall provide proof of insurance in accordance with Insurance Requirements for Consultants as described in Exhibit "A" attached hereto and incorporated herein by reference as though fully set forth. 17. AGREEMENT BINDING: The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. 18 . WAIVERS• The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this agreement or of any applicable law or ordinance. 19 . COSTS AND ATTORNEY'S FEES: The prevailing party in any action between the parties of this agreement brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonable costs and attorney's fees expended in connection with such an action from the other party. 20. DISCRIMINATION: No discrimination shall be made in the employment of persons under this agreement because of the race, color, national origin, ancestry, religion, sexual orientation, or sex of such person. If Contractor is found in violation of the nondiscrimination provisions of the State of California Fair Employment executive order in the performance of this agreement, it shall thereby be found in material breach of this agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of Twenty-Five Dollars ($25) for each person for each calendar day during which such person was discriminated against, as damages for said breach of contract, or both. only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract under this paragraph. If Contractor is found in violation of the nondiscrimination provisions of this agreement or the applicable affirmative action guidelines pertaining to this agreement, Contractor shall be found in material breach of the agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of Two Hundred Fifty Dollars ($250) for each calendar day during which Contractor is found to have been in such noncompliance as damages for said breach of contract, or both. 21. AGREEMENT CONTAINS ALL UNDERSTANDINGS: This document represents the entire and integrated agreement between City and Contractor and supersedes all . prior negotiations, representations, or agreements, either written or oral. This document may be amended only by written instrument, signed by both City and Contractor. All provisions of this agreement are expressly made conditions. This agreement shall be governed by the laws of the State of California. IN WITNESS WHEREOF, City and Contractor have executed this agreement on the day and year first above written. CO-�� Page 9 Promotional and Advertising Services Agreement COUNTY OF SAN LUIS OBISPO VISITORS AND CONFERENCE BUREAU Jonni Eylar, Executive Director CITY OF SAN LUIS OBISPO Mayor Ron Dunin ATTEST: Pam Voges, City Clerk APPROVED AS TO FORM: of Jor ens ty Attorney al\vcb.agr EXHIBIT "A" INSURANCE REQUIRE)JENTS FOR CONSULTANTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees. Minimum Scene of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability ccvera?e (occurrence form CG 0001). 2 Insurance Services Office form number CA 0001 (Ed. 1/67) covering Automobile Liability, code 1 (any aryo). 3. Workers' Compensation insurance as regulred by the State of California and Employer's Liability Insurance. 4. Errors and Omissions Liability insurance as apprepriate to tate consultant's profession. Minimum U-nits of Insurance Consultant s.`.all maintain, Krn?s no less than: 1. General liability: :1,003.000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or Cher form with a general aggregate limit is used, either the general a:gregate limit shall Yr•y separately to this proje=/location or the general aggregate limit shall be twice the required occurrence limit 2 Automcbile Liability. 51,030,037 per accident for bodily injury and property damage. 3. Employer's Uabiliyy. 51,030,000 per accident for bodily injury or disease. 4. Errors and Omissions Liability. 51,000,033 per occurrence. Deduebbles and Seff-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 shall reduce or eliminate such deductibles or sell-insured retentions as respects the City, its kers, officials,employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, c:aim administration and defense expenses. Other Insurance provisions The general liability and automobile liability policies are to contain, or be endorsed to contain,the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects. liability arising out of activities performed by or on behalf of the Consultant; products-and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant The coverage shall eomain no special limitations on the scope of protection afforded to the City, Its officers, otricial, employees, agents or volunteers. 2 For any daims related to this project,the Consultant's insurance coverage shall be primary insurance as respects the Cly, its officers, officials,employees, agents and volunteers. Any insurance or sell-insurance maintained by the City, Its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with If. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suh is brought,except with respect to the limits of the insurer's liability. 5 Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days'prior written notice by certified man, return receipt requested, has been given to the Clty. Accevffibr7fN of Insurers Insurance Is to be placed with insurers with a current A.M. Best's rating of no less than AMI. Verification of Coveraoe , Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. 35 PROFESSIONAL SERVICES AGREEMENT TO PROVIDE VISITORS SERVICES AND TOURIST INFORMATION ACTIVITIES This agreement, made this _ day of 1991 by and between the CITY OF SAN LUIS OBISPO, California (hereinafter referred to as "City") , and CHAMBER OF COMMERCE OF SAN LUIS OBISPO, INC. , CALIFORNIA, (hereinafter referred to as "Contractor") . WITNESSETH: WHEREAS, City desires to continue to promote its advantages as a tourist and recreational center, disseminate visitor information relative thereto, and properly respond to inquiries about various activities of City and its possibilities; and WHEREAS, City desires Contractor to continue to perform certain visitor and tourist information services for City which City believes will be of great advantage and benefit to the City and its citizens, residents, property owners and taxpayers thereof, and will promote the general welfare; and WHEREAS, Contractor is organized for and equipped to carry on such informational activities on behalf of City, and is in a position to accomplish such aims and purposes of City in an efficient and economical manner; and WHEREAS, the provisions of the Government Code of the State of California authorize the expenditure of public funds by a municipal corporation as therein and herein provided. NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1. PROGRAM COORDINATION a. City.. The City Administrative Officer or his designated representative, shall be the Project Manager representing the City for all purposes under this agreement. He shall supervise the progress and execution of this agreement. b. Contractor. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for Contractor. Dave Garth is hereby designated as the Project Manager for Contractor. Should circumstances or conditions subsequent to the execution of this agreement require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written acceptance and approval by City Project Manager. ATTACHMENT N0. 1 2. DUTIES OF CONTRACTOR: a. In addition to the Visitor Services Agreement, City contracts with the San Luis Obispo Chamber of Commerce (Contractor) for promotional services and the Visitors and Conference Bureau (VCB) . The City separately contracts with an independent agency to provide advertising services. The Contractor acknowledges the potential for duplication of efforts and costs as a result of these contracts with the City. In performing its services under this agreement, the Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the VCB, the Promotional Services, and Advertising Agreements. b. Services to be furnished. Contractor shall provide all specified services as set forth and incorporated herein by this reference. C. Chamber will maintain a public office within the City of San Luis Obispo at a location acceptable to the City Council. Contractor will maintain a fully competent staff in this office including a manager with necessary secretarial assistance. The Contractor office will provide information to visitors and to business and professional people. The office will be staffed and open to the public daily during regular office hours seven (7) days per week, excepting legal holidays. Contractor will also maintain telephone services open to the public desiring information, will provide written responses to inquiries, and will distribute appropriate printed material. The information program will include distribution of such material to local agencies and businesses for dissemination to their customers and tourists. The Contractor shall distribute appropriate material to other chambers, tourist agencies, and travel organizations in other communities. Except for material which is furnished to the Contractor by the City, the Contractor shall be permitted to charge reasonable fees for material which it distributes. 1) Contractor will employ a manager and other necessary personnel. The manager's qualifications will include training and experience in public relations and public information. 2) Contractor will distribute maps and promotional literature about San Luis Obispo and will conduct an information program including maintaining files on the community's economic data, recreational facilities and events, general business conditions, historic points of interest, and cultural �-v20 activities. This program will be directed toward visitors and others who have interest in the community. 3) Contractor will also maintain a library of literature, business and telephone directories for public use. 4) Contractor will cooperate with the City's promotional advertising program by responding to inquiries, tabulating and reporting responses and coordinating activities and services. 5) In all activities, Contractor shall be a public relations agency disseminating information and creating goodwill and advancing the development of San Luis Obispo and its trading area. Contractor furthermore agrees to cooperate in ascertaining the most favorable long-range activities for the community. 6) Contractor will carry on such other duties as may be mutually agreed upon by the parties hereto to promote tourism, conferences, conventions, and related business and cultural activities in the community. d. Notwithstanding any representations, oral or written, between the parties, including any and all agents or representatives thereof, Contractor at all times covered by the terms of this agreement is acting as a free and independent contractor, not as an agent of the City. Any and all supervision and direction by any City official, department or body shall be only that necessary to provide broad general outlines, and Contractor will use its own initiative and discretion in performing the details of work herein. e. All services provided by the Contractor listed within this agreement are in addition and beyond those of any and all other contracts currently held between the City and Contractor. f. Laws to be observed. Contractor shall: 1) Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incidental to the due and lawful prosecution of the services to be performed by Contractor under this agreement; 2) Keep itself fully informed of all existing and proposed federal, state and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this agreement, any materials used in Contractor's performance under this agreement, or the conduct of the services under this agreement. 3) At all times observe and comply with, and cause all of its employees to observe and comply with all of said laws, ordinances, regulations, orders, and decrees mentioned above. 4) Immediately report to the City's Project Manager in writing any discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications, or provisions of this agreement. g. Copies of reports and information. If City requests additional copies of reports, drawings, specifications, or any other materials in addition to what the Contractor is required to furnish in limited quantities as part of the services under this agreement, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at Contractor's direct expense. h. Qualifications of Contractor. Contractor represents that it is qualified to furnish the services described under this agreement. 3 . DUTIES OF CITY• City agrees to cooperate with Contractor and to perform work described hereto and incorporated by this reference. 4. COMPENSATION• City shall pay to Contractor the following sums for furnishing said services: a. A flat rate of Fifty-Two Thousand Forty Dollars for 1991- 92 ($52, 040) and Fifty-Five Thousand One Hundred Sixty- Two Dollars ($55, 162) for 1992-93 for visitor services and tourist information activities as described herein. b.- Payment shall be made in four equal installments: Twenty-Six Thousand Twenty Dollars ($26, 020) on July 31, 1991 and January 1, 1992 and Twenty-Seven Thousand Five Hundred Eighty-One Dollars ($27, 581) on July 311 1992 and January 1, 1993 . lO - �az 5. TIME FOR COMPLETION OF THE WORK: Program is for a two-year period commencing July 2, 1991 and ending on July 1, 1993 . 6. TEMPORARY SUSPENSION: The City Project Manager shall have the authority to suspend this agreement wholly or in part, for such period as he deems necessary due to unfavorable conditions or to the failure on the part of the Contractor to perform any provision of this agreement. Contractor will be paid the compensation due and payable to the date of temporary suspension. 7. SUSPENSION; TERMINATION: a. Right to suspend or terminate. The City retains the right to terminate this agreement for any reason by notifying Contractor in writing sixty (60) days prior to termination and by paying the compensation due and payable to the date of termination; provided, however, if this agreement is terminated for fault of Contractor, City shall be obligated to compensate Contractor only for that portion of Contractor services which are of benefit to City. Said compensation is to be arrived at by mutual agreement of the City and Contractor and should they fail to agree, then an independent arbitrator is to be appointed by mutual agreement and his decision shall be binding upon the parties. 8. INSPECTION• Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this agreement. All work done and all materials furnished, if any, shall be subject to the City's Project Manager's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its agreement as prescribed. 9. NOTICE: All notices hereunder shall be given in writing and mailed, postage prepaid, by Certified Mail, addressed as follows: To Contractor: Chamber of Commerce of San Luis Obispo 1039 Chorro Street San Luis Obispo, CA 93401 To City: Alison Lloyd, Administrative Analyst City of San Luis Obispo P.O. Box 8100 San Luis Obispo, CA 93403-8100 CO 10. INTEREST OF CONTRACTOR: Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this agreement, no subcontractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest under this agreement is an officer or employee of City. It is hereby expressly agreed that, in the performance of the services hereunder, Contractor shall. at all times be deemed an independent contractor and not an agent or employee of the City. 11. INDEMNITY• Contractor hereby agrees to indemnify and save harmless City, its officers, agents, and employees: a. Any and all claims and demands which may be made against City, its officers, agents or employees by reason of any injury to or death of any person or corporation caused by any negligent act or omission of Contractor under this agreement or of Contractor's employees or agents; b. Any and all damage to or destruction of the property of City, its officers, agents, or employees, occupied or used by or in the care, custody, or control of Contractor, or in proximity to the site of Contractor's work, caused by any negligent act or omission of Contractor under this agreement or of Contractor; C. Any and all claims and demands which may be made against city, its officers, agents, or employees by reason of any injury to or death of or damage suffered or sustained by any employee or agent of Contractor under this agreement, however caused, excepting, however, any such claims and demands which are the result of the negligence or willful misconduct of City, its officers, agents, or employees; d. Any and all claims and demands which may be made against City, its officers, agents, or employees by reason of any infringement or alleged infringement of any patent rights or claims caused by the use of any apparatus, appliance, or materials furnished by Contractor under this agreement;. and e. Any and all penalties imposed or damages sought on account of the violation of any law or regulation or of any term or condition of any permit, when said violation of any law or regulation or of any term or condition of any permit is due to negligence on the part of the Contractor. Contractor, at its own costs, expense, and risk, shall defend any and all suits, actions, or other legal proceedings that may be brought against or for employees on any such claim or demand of such third persons, or to enforce any such penalty, and pay and satisfy any judgement or decree that may be rendered against City, its officers, agents, or employees in any such suit, action or other legal proceeding, when same were due to negligence of the Contractor. 12 . WORKERS COMPENSATION: Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which require every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions before commencing the performance of the work of this agreement. 13 . INSURANCE: Contractor shall provide proof of insurance in accordance with Insurance Requirements for Consultants as described in Exhibit "A" attached hereto and incorporated herein by reference as though here fully set forth. 14. AGREEMENT BINDING: The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. 15. WAIVERS: The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any subsequent breach of violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this agreement or of any applicable law or ordinance. 16. COSTS AND ATTORNEY FEES: The prevailing party in any action between the parties to this agreement brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonable costs and attorney's fees expended in connection with such an action from the other party. 17. DISCRIMINATION: No discrimination shall be made in the employment of persons under this agreement because of the race, color, national origin, ancestry, religion, sexual orientation, or sex of such person. If Contractor is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this agreement, it shall thereby be found in material breach of this agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of Twenty-Five Dollars ($25) for each person for each calendar day during which such person was discriminated against, as damages for said breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the California Fair Employment Practices Commission or the equivalent federal agency or officershall constitute evidence of a violation of contract under this paragraph. If Contractor is found in violation of the nondiscrimination provisions of this agreement or the applicable affirmative action guidelines pertaining to this agreement, Contractor shall be found in material breach of the agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of Two Hundred Fifty Dollars ($250) for each calendar day during which Contractor is found to have been in such noncompliance as damages for said breach of contract, or both. 18. AGREEMENT CONTAINS ALL UNDERSTANDINGS: This document represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This document may be amended only by written instrument, signed by both City and Contractor. All provisions of this agreement are expressly made conditions. This agreement shall be governed by the laws of the State of California. p4 Page 9 Visitors Services Agreement IN WITNESS WHEREOF, City and Contractor have executed this agreement on the day and year first above written. CHAMBER OF COMMERCE OF SAN LUIS OBISPO By Dave Garth, Executive Director CITY OF SAN LUIS OBISPO By Mayor Ron Dunin ATTEST: Pam Voges, City Clerk APPROVED AS TO FORM: f or ens ty Attorney al\vistour.agr EXHIBIT "A" INSURANCE REOUIRET0ENTS FOR CONSULTANTS Consultant shall procure and mairtain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection wish the performance of the work hereunder by the Consultant, his aoents, representatives, employees. Mnimum Scope of Insurance Coverage shall be at least as broad as: , 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). L Insurance Services C"ice form number CA 0001 (Ed. 1/67) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Uabili:y Insurance. 4. Errors and Omissions Liabili'y irsu:ince as appropriate to the consultant's profession. Mnimum Urn'rs of Insurance Consul,.ant s..6all maintain limits no less than: 1. General Uability: 51,000,000 per occurrence for bodily iniury, personal injury and property damage. If Commercial General Uabiliy or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/locetion or the general aggregate limit shall be twice the required occurrence IimiL 2 Automobile Uabiliy. S1,0=1DDD per accident for bodily injury and property damage. 3. Employer's Uability^ 51,000.009 per accident for bodily injury or disease. 4. Errors and Omissions Uabiliy. 51,000,090 per occurrence. Deductibles and Self-insured Retentions Any deductibles or sell-insured retentions must be declared to and approved by the City. Al the option of the City, either the insurer shall reduce or elinirate such deduc ibles or sell-insured retentions as respects the Cny, its officers, officials,employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, Its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied.or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant The coverage shall contain no special limitations on the scope of protection afforded to the City, Its officers, official, employees, agents or volunteers. 2 For any claims related to this project,the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, oYcials,employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with It. 3 Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunleers, 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. 5. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided, cancelled by either parry, reduced in coverage or in limits except atter thirty (30) day%'prior written notice by certified mall, return receipt requested, has been given to the City. Ameotabifdv of btsurers Insurance is to be placed with insurers with a current AAA. Best's rating of no less than A.VIL Verification of Coverage , Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on Its behalf. All endorsements are to be received and approved by the City before work commences. • 35 Cp —age PROFESSIONAL SERVICES AGREEMENT WITH THE CHAMBER OF COMMERCE TO PROVIDE PROMOTIONAL SERVICES This agreement, made this day of , 1991 by and between the CITY OF SAN LUIS OBISPO, California (hereinafter referred to as "City") , and CHAMBER OF COMMERCE OF SAN LUIS OBISPO, INC. , California, (hereinafter referred to as "Contractor") . WITNESSETH: WHEREAS, City desires to promote its advantages as a tourist and recreational center; and WHEREAS, arranging and obtaining favorable coverage about the community in the various news media likely to be read by potential visitors to the city is an integral part of its promotion as a tourist and recreational center; and WHEREAS, the coordination and development of cultural and recreational events is a necessary adjunct to the proper promotion of the City; and WHEREAS, the Chamber staff is qualified and the office is equipped to carry out such activities on behalf of the City; and WHEREAS, the provisions of the Government Code of the State of California authorize the expenditure of public funds by municipal- corporations as therein and herein provided. NOW THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1. PROGRAM COORDINATION a. City. The City Administrative Officer or his designated representative, shall be the Project Manager representing the City for all purposes under this agreement. He shall supervise the progress and execution of this agreement. b. Contractor. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for Contractor. Dave Garth is hereby designated as the Project Manager for Contractor. Should circumstances or conditions subsequent to the execution of this agreement require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written acceptance and approval by City Project Manager. 2 . DUTIES OF CONTRACTOR: a. In addition to the Chamber of Commmmerce's Promotional Services Contract, City- contracts with the San Luis Obispo Chamber of Commerce (Contractor) for visitor services and tourist information activities and the San Luis Obispo Visitors and Conference Bureau. The City also separately contracts with an independent agency to provide advertising services. The Contractor acknowledges the potential for duplication of efforts and costs as a result of these contracts with the City. In performing its services under this agreement, the Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the VCB, Visitor Services, and Advertising Agreements. b. Services to be furnished. Contractor shall provide all specified services as set forth and incorporated herein by this reference. C. Chamber will maintain an office suitable for the conduct of a promotional program. This office shall be open during normal business hours to facilitate contact with the news media representatives and to disseminate news releases and promotional information in a professional manner to various media. d. Chamber staff shall include personnel qualified in public relations. Public information shall be available as necessary for the successful implementation of a promotional program. e. Chamber shall conduct a promotional and publicity program on behalf of City as outlined below or as may be modified from time to time by mutual agreement between the City and the Chamber. f. The program to be conducted by the Chamber shall include, but not be limited to the following: 1. The writing, production and- distribution of news releases, feature stories, photographs and illustrations, radio and television news materials, informational fliers, graphics, and such personal contacts with the media as may be necessary for the general promotion of the City of San Luis Obispo as a tourist destination. 2 . Maintaining a file of clippings, news releases, artwork, and other promotional material produced by the Chamber on behalf of the City pursuant to this 30 contract which shall be available to the City or its designated agents for use in promotional programs at the sole discretion of the City. 3 . Coordination with the City' s Water Conservation Coordinator to implement a Tourist Water Awareness Campaign. The contractor will be responsible for preparing and maintaining tourist water conservation literature and providing all promotion services in connection with implementing the Tourist Water Conservation Campaign. The City will be responsible for funding up to $5, 800 for materials (flyers, tent cards, and stickers, etc. ) to implement the Tourist Water Conservation Campaign. The $5, 800 will be funded directly out of the City Utilities Department' s Water Conservation budget. 4 . Participation as a member in the Central Coast Tourism Council (CCTC) on behalf of the City, which includes an annual membership fee of $500. 5. Representation at meetings of the PCC, and at the direction of the Chairman of the PCC, the meetings of other City commissions and the City Council. 6. Maintenance of a liaison with groups and individuals in the community who express an interest in producing information and/or programs which support the promotional activities of the City of San Luis Obispo. 7. The Chamber shall submit a monthly written report of promotional services rendered including copies of press releases, feature stories, photographs, and illustrations, radio and television news materials, fliers, graphics, and other materials prepared on behalf of the City at each regular meeting of the PCC. Said monthly report shall include an itemized statement regarding Chamber staff hours devoted to the City's promotional program during the preceding month. g. All services provided by the Contractor listed within this agreement are in addition and beyond those of any and all other contracts currently held between City and Contractor. h. Laws to be observed. Contractor shall: 1. Procure all permits and -licenses, pay all charges and fees, and give all notices which may be necessary and incidental to the due and lawful prosecution of the services to be performed by Contractor under this agreement; G 3/ 2 . Keep itself fully informed of all existing and proposed federal, state and local laws, ordinances, regulations, orders and decrees which may affect those engaged or employed under this agreement, any materials used in Contractor's performance under this agreement, or the conduct of the services under this agreement; 3 . At all times observe and comply with, and cause all of its employees to observe and comply with all of said laws, ordinances, regulations, orders, and decrees mentioned above. 4. Immediately report to the City's Project Manager in writing any discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications, or provisions of this agreement. i. Conies of reports and information. If City requests additional copies of reports, drawings, specifications, or any other material in addition to what the Contractor is required to furnish in limited quantities as part of the services under this agreement, Contractor shall provide such additional copies as requested, and City shall compensate Contractor for the costs of duplicating such copies at Contractor's direct expense. j . Qualifications of Contractor. Contractor represents that it is qualified to furnish the services described under this agreement. k. Use of Recycled Paper and Recycled Products. The Contractor agrees to use recycled paper and recycled products in connection with furnishing the services contained in this agreement whenever possible. 3. DUTIES OF CITY• City agrees to cooperate with Contractor and to perform work described hereto and incorporated by this reference. 4. COMPENSATION: City shall pay to Contractor the following sums for furnishing said services: a. A flat rate of Thirty Thousand, Two Hundred Seventy-Five Dollars ($30, 275) for 1991-92; and Thirty-Two Thousand Sixty-Two Dollars ($32, 062) for 1992-93 for promotional services as described herein. �307 b. Payment shall be made in four equal installments: Fifteen Thousand One Hundred Thirty-Seven Dollars and Fifty Cents ($15, 137. 50) on July 31, 1991 and January 1, 1992; and Sixteen Thousand Thirty-One Dollars ($16, 031) on July 31, 1992 and January 1, 1993 . 5. TIME FOR COMPLETION OF THE WORK: Program is for a two-year period commencing July 2 , 1991 and ending July 1, 1993 . 6. TEMPORARY SUSPENSION: The City Project Manager shall have the authority to suspend this agreement wholly or in part, for such period as he deems necessary due to unfavorable conditions or to the failure on the part of the Contractor to perform any provision of this agreement. Contractor will be paid the compensation due and payable to the date of temporary suspension. 7. SUSPENSION; TERMINATION: a. Right to suspend or .terminate. The City retains the right to terminate this agreement for any reason by notifying Contractor in writing sixty (60) days prior to termination and by paying the compensation due and payable to the date of termination; provided, however, if this agreement is terminated for fault of Contractor, City shall be obligated to compensate Contractor only for that portion of contractor services which are of benefit to City. - Said compensation is to be arrived at by mutual agreement of the City and Contractor and should they fail to agree, then an independent arbitrator is to be appointed by mutual agreement and his decision shall be binding upon the parties. 8. INSPECTION• Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this agreement. All work done and all materials furnished, if any, shall be subject to the City's Project Manager' s inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its agreement as prescribed. 9. NOTICE: All notices hereunder shall be given in writing and mailed, • postage prepaid, by Certified Mail, addressed as follows: �-33 To City: Alison Lloyd, Administrative Analyst City of San Luis Obispo P. O. Box 8100 San Luis Obispo, CA 93403-8100 To Contractor: Chamber of Commerce of San Luis Obispo 1039 Chorro Street San Luis Obispo, CA 93401 10. INTEREST OF CONTRACTOR: Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this agreement, no subcontractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest under this agreement is an officer or employee of City. It is expressly agreed that, in the performance of the services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 11. INDEMNITY• Contractor hereby agrees to indemnify and save harmless City, its officers, agents, and employees: a. Any and all claims and demands which may be made against City, its officers, agents or employees by reason of any injury to or death of any person or corporation caused by an negligent act or omission of contractor under this agreement or of Contractor's employees or agents; b. Any and all damage to or destruction of the property of City, its officers, agents, or employees, occupied or used by or in the care, custody or control of Contractor, or in proximity to the site of Contractor' s work, caused by an negligent act or omission of Contractor under this agreement or of Contractor' s employees or agents; C. Any and all claims and demands which may be made against City, its officers, agents, or employees by reason of any injury to or death of or damage suffered or sustained by any employee or agent of Contractor under this agreement, however caused, excepting, however, any such claims and demands which are the result of the negligence or willful misconduct of City, its officers, agents, or employees; d. Any and all claims and demands which may be made against City, its officers, agents, or employees by reason of any infringement or alleged infringement of any patent rights or claims caused by the use of any apparatus, appliance, W/ or materials furnished by Contractor under this agreement; and e. Any and all penalties imposed or damages sought on account of the violation of any law or regulation or of 'any term or condition of any permit, when said violation of any law or regulation or of any term or condition of any permit is due to negligence on the part of the Contractor. Contractor, at its own costs, expense, and risk, shall defend any and all suits, actions, or other legal proceedings that may be brought against or for employees on any such claim or demand of such third persons, or to enforce any such penalty, and pay and satisfy any judgment or decree that may be rendered against City, its officers, agents, or employees in any such suit, action or other legal proceeding, when same were due to negligence of the Contractor. 12 . WORKERS COMPENSATION: Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which require every employer to be insured against liability for workers compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions before commencing the performance of the-work of this agreement. 13 . INSURANCE• Contractor shall provide proof of insurance in accordance with Insurance Requirements for Consultants as described in Exhibit "A" attached hereto and incorporated herein by reference as though fully set forth. 14. AGREEMENT BINDING: The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. 15. WAIVERS• The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any subsequent breach or violation of the same or of any other item, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to • G 3S be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this agreement or of any applicable law or ordinance. 16. COSTS AND ATTORNEY'S FEES: The prevailing party in any action between the parties to this agreement brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonable costs and attorney's fees expended in connection with such an action from the other party. 17. DISCRIMINATION: No discrimination shall be made in the employment of persons under this agreement because of the race, color, national origin, ancestry, religion, sexual orientation, or sex of such person. If Contractor is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance of this agreement, it shall thereby be found in material breach of this agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of Twenty-Five Dollars ($25) for each person for each calendar day during which such person was discriminated against, as damages for said breach of contract, or both. Only a finding of the State of California Fair Employment Practices •Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract under this paragraph. If Contractor is found in violation of the nondiscrimination provisions of this agreement or the applicable affirmative action guidelines pertaining to this agreement, Contractor shall be found in material breach of the agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of Two Hundred Fifty Dollars ($250) for each calendar day during which Contractor is found to have been in such noncompliance as damages for said breach of contract, or both. 18. AGREEMENT CONTAINS ALL UNDERSTANDINGS: This document represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This document may be amended only by written instrument, signed by both City and Contractor. All Page 9 Promotional Services Agreement provisions of this agreement are expressly made conditions. This agreement shall be governed by the laws of the State of California. IN WITNESS WHEREOF, City and Contractor have executed this agreement on the day and year first above written. CHAMBER OF COMMERCE OF SAN LUIS OBISPO Dave Garth, Executive Director CITY OF SAN LUIS OBISPO Mayor Ron Dunin ATTEST: Pam Voges, City Clerk APPROVED AS TO FORM: /eWjorjer, Cy Attorney al\coc.agr �-37 EXHIBIT "A" INSURANCE REQUIREMsENTS FOR CONSULTANTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection wish the performance of the work hereunder by :he Consultant, his agents, representatives, employees. Knimum Scope of Insurance Coverage shall be at least as bread as: 1. Insurance Services O'fice CommereW General Liability coverage (occurrence form CG 0071). 2 Insurance Services C111ce form number CA 0001 (Ed. 1/67) covering Automobile Uabm,y, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Errors and Omissicns Lability insurance as appropriate to the consultant's profession. Mnimum Urnf:s of Insurance Consul•.ant shall main,:ain limits no less than: 1. General Uabiiity.. :1,000.000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liabiliy or cher form with a general aggregate limit is used, either the general a:grega:e limit shall apply separately to this projec/location or the generaF aggregate limit shall be twice the required occurrence limit 2 Automobile Liabili... :1,077,007 per accident for bodily injury and property damage. 3. Employer's Liability. 51.007,000 per ac:ident for bodily injury or disease. 4. Errors and Omissions Liability: :1,000,000 per occurrence. Deductibles and Sell-Insured Retentions Any deductibles or self-insured retentions mus*. be declared to and approved by the City. At the option of the City, either, the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, is afters, Ofcials.employees and volunteers; or the Consuiant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance provisions The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its Wirers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf-of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consuhartt; or automobiles owned, leased, hired or borrowed by the Consultant The coverage shall contain no special limitations on the scope of protection afforded to the Cfy, its officers. official, employees, agents or volunteers. 2 For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City. Its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it 3. Arty failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. 5 Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided, cancelled by either party,reduced in coverage or in limits except after thirty (30) days'prior written notice by certified mail, return receipt requested, has been given to the City. Aoceolabt'ilty of Insurer Insumnoe is to be placed with insurers with a currentAIA IA. Best's rating of no less than AVIL Verification of Coverace , Consultant Shap famish the Cly with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on Its behalf. All endorsements are to be received and approved by the Clty before work commences. • 35 SAN LUIS OBISPO ADVERTISING AND PROMOTIONAL CONTRACTS (1991-92) 1990-91 1991-92 1991-92 1991-92 Contract Contract Budget Request PCC Amounts Recommendation Chamber of Commerce (Visitor Services) $48,230 $50,000 $52,040 $52,040 Chamber of Commerce (Promotion) $28,790 $29,400 $30,275' $30,275 Chamber of Commerce (Water Awareness) $5,800** $ 5,800** $5,800** $5,800"* Visitors and Conference Bureau $46,000 $47,400 $50,925 $50,925 Advertising $85,850 $86,400 $ *"" $ **' Total $214,670 $219,000 $139,040 $139,040 Note: ' Includes $500 annual membership fee in CCTC Funded through Water Conservation Program Budget To Be Determined SAN LUIS OBISPO ADVERTISING AND PROMOTIONAL CONTRACTS (1992-93) 1992-93 1992-93 1992-93 Contract Budget Request PCC Recommendation Chamber of Commerce (Visitor Services) $51,500 $55,162 $55,162 Chamber of Commerce (Promotion) $30,300 $32,062* $32,062* Chamber of Commerce (Water Awareness) ($5,800**) $5,800** $5,800'* Visitors and Conference Bureau $48,800 $54,000 $54,000 Advertising $89,000 $ *** $ **" Total $219,600 $147,024 $147,024 Note: ' Includes $500 annual membership fee in CCTC " Funding allocated through Water Conservation Program Budget To Be Determined ATTACHMENT NO. 4. �-39