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HomeMy WebLinkAboutVisitor & Tourist Information Activities 2001AGREEMENT TO PROVIDE VISITOR & TOURIST INFORMATION ACTIVITIE S THIS AGREE 's made and entered into in the City of San Luis Obispo o n this day of 00X0/,by and between the CITY OF SAN LUIS OBISPO,a municip corp ation, hereinafter referred to as City, and ; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC ., a nonprofit corporation, hereinafter referre d to as Contractor . WITNESSETH : WHEREAS, the City desires to contract with the Chamber of Commerce to promote its advantages as a tourist and recreational center,disseminate visitor information and properly respond'to inquiries about activities taking place in the City ; and WHEREAS, Contractor is qualified for and the office is equipped to carry out suc h activities on behalf of the City, and is in a position to accomplish such aims and purposes o f the City in an efficient and economical manner ; NOW THEREFORE, in consideration of their mutual promises, obligations, an d covenants hereinafter contained, the parties hereto agree as follows : 1 .TERM . The term of this Agreement shall be from the date of thi s Agreement is made and entered, as first written above, until June 30, 2003 . 2 .INCORPORATION BY REFERENCE .Pages 14-18 of Contractor's proposal dated April 11, 2001 (Exhibit A). 3 . PROGRAM COORDINATION . A.CITY. The City Administrative Officer or the designated representativ e shall be the Project Manager representing the City for all purposes under .this agreement. B.CONTRACTOR . Contractor shall assign a single Project Manager to hav e overall responsibility for the progress and execution of this agreement for the Contractor . Dave Garth is hereby designated as the Project Manager for the Contractor . Shoul d 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 t o the prior written approval by the City Project Manager . 4. CITY'S OBLIGATIONS .For providing services as ..specified in Attachment 1 to this Agreement, City agrees to cooperate with Contractor and Contracto r shall receive compensation as follows : 2002-03 ) $81,400 2001-02 1 Visitor's Service/Tourist Information Activitie s Payment shall be made in four installments, as follows : $79,000 •September 1, 2001, $39,50 0 •January 30, 2002 9 50 0 • July 31,2002 $40,70 0 •January31, 2003 40 700-f $160,400 5.CONTRACTOR'S OBLIGATIONS . For and in consideration of th e payments and agreements hereinbefore mentioned to be made and performed by City , Contractor agrees with City to provide services as described in Attachment 1 attache d hereto and incorporated into this Agreement . The City contracts with the Contractor an d the Visitors and Conference Bureau (VCB) for promotional services . The City also. contracts with an independent agency to provide advertising services . Contracto r acknowledges the potential for duplication of efforts and costs as a result of these contract s with the City. In performing its services under this agreement, the Contractor agrees t o make every reasonable effort to coordinate activities and to identify and avoid duplicatio n of costs associated with the Promotional Services, VCB and advertising service s agreements. 6. GENERAL TERMS AND CONDITIONS .Contractor shall meet al l general terms and conditions as specified in Exhibit B . 7.INSURANCE. The Contractor shall procure and maintain for the duratio n of the contract insurance which meets the requirements of Exhibit C . As.evidence of thi s insurance, the Contractor shall provide the City with a Certificate of Insurance and a n Endorsement naming the City as an "Additional Insured". 8.AMENDMENTS . Any amendment, modification, or variation from th e terms of this Agreement shall be in writing and shall be effective only upon approval by th e Council of the City or the City Administrative Officer (CAO), up to the authority granted t o the CAO by Council . 9.INDEPENDENT CONTRACTOR. 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 an d independent contractor, not as an agent of the City.. Any and all supervision and directio n by any City official, department or body shall be only that necessary to provide broa d general outlines, and Contractor will use its own initiative and discretion in performing th e details of work herein . 10.COMPLETE AGREEMENT . This written Agreement, including al l writings specifically incorporated herein by reference, shall constitute the complet e agreement between the parties hereto . No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect , nor shall any such oral agreement, understanding, or representation be binding upon th e parties hereto . 11.NOTICE . All written notices to the parties hereto shall be sent by Unite d States mail, postage prepaid by registered or certified mail addressed as follows : City Clerk City of San Luis Obisp o 990 Palm Street San Luis Obispo, CA 9340 1 Chamber of Commerc e 1039 Chorro Street San Luis Obispo, CA 9340 1 Attn : Dave Garth 12.AUTHORITY TO EXECUTE AGREEMENT .Both City and Contractor do covenant that each individual executing this agreement on behalf of eac h party is a person duly authorized and empowered to execute Agreements for such party . IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. City Contractor CITY OF SAN LUIS OBISPO , A Municipal Corporation APPROVED AS TO FORM : CONTRACTOR By: (.. Dave Garth, President/CEO gxh,b J l\ CONTRACT PROPOSALS 2001-02, 2002-0 3 VISITOR'S CENTER CONTRACT PROPOSA L The Chamber's existing contract with the city provides for the following services : •Maintain a public office in a centralized location for visitor information . This Includes providing a center open to the public seven days a week and three evening s a week (Thursday through Saturday), and includes rent, utilities, copying, faxing and othe r equipment . The Chamber Visitor Center at 1039 Chorro Street is ideally situated in th e heart of downtown San Luis Obispo just a few buildings down from Mission San Lui s Obispo de Tolosa . •Provide a high level of personal service to visitors . This is one of the most time-consuming functions of the Visitor Center but one of the mos t important. It requires a trained staff of one full-time and five part-time employees t o handle the flow of visitors to the Center and field a variety of questions about the area an d two part-time employees who fulfill the City Ad Campaign . The Chamber must cover salaries, payroll taxes and also health and disability insurance for these employees . •Dispense Information about San Luis Obispo . This includes touristinformation such as city and coity maps,hotel/moteldirectorie s and Visitors Guides and also brochures and pamphlets on city events and attractions . The Center is also a source of general statistics about the community and maintains a librar y of community and economic data, information on area nonprofit groups and business an d phone directories,and a Telecommunications Device for the Deaf (TDD) for public use . The Chamber anticipates that the Visitors Center will again be the official informatio n center for First Night in 200 1.and 2002 as it has been the last two years . Handle telephone calls from the public . The Visitor Center serves-a sp a key-contact and referral agency for both residents an d potentialvisitors from throughout the world and handles calls on four incoming Imes. The Chamber provides a trained staff that is available to field these phone calls, including on e Luis Obispo Chamber of Commerce Contract Review and Proposa l Page 14 PROPOSED VISITOR CENTER CONTRAC T The Chamker proposes continuing the Visitors Center Contract for 2001-02, 2002-03 with services as ou - d above at an amount of $78,969 for 2001-02 and $81,338 for 2002-03 . This rate represents . three percent increase each year . The amounts indicated above ar e necessary to cover Stan • d wage and cost of living increases . Additionally, the Chamber is req esting that the City pay an additional $500 per mont h towards rent of the Visitors Cente to cover the increase in rental costs in San Luis Obisp o and enable the Chamber to keep the itors Center downtown (this amount reflects one-hal f of the anticipated increase). As the Cham i er prepares to sign a new lease on its building, it i s anticipating an increase of about $1,000 per onth, as rents in downtown San Luis Obisp o have doubled since the last lease was signed to ' years ago .If the Chamber is to keep th e Visitors Center in its current accessible, convenien visible location, it will need the City t o help by sharing in those costs . The Chamber also proposes the following adjustment to its fulfillment contract based upo n increases in postage rates . The Chamber sends out information in response to inquiries generated by the City's advertising agency . The advertising agency provides brochures and a hotel/motel guide an d the Chamber provides the envelopes, records names and addresses of respondents, stuffs , labels, sorts and pays for the postage for those ad responses, as well as delivers bulk mail to the post office . The Chamber proposes the following new rate schedule for fulfillment : San Luis Obispo Chamber of Commerce Contract Review and Proposa l Page 1 6 FULFILLMENT CONTRAC T 1 Axhb ;fi A Fulfillment Cost Schedul e (Year 1 ) The variables : •How did we get the inquiry? Mail, mail with label supplied, telephone, e-mai l •Which packet are we going to send? (1 oz ., or 10 oz . with Visitors Guide ) •How are we able to ship the packet? (First class mail, 3 t -class mail, Bulk rate, Bulk rat e with 3-5 digit sort). 1 oz . Packet, all City supplied material except envelop e Telephone Response (800 or Chamber direct ) Regular Bulk Bulk 3-5 digit sor t Labor .97 .97 .9 7 Postage .34 .27 .2 3 Envelope .09 .09 .09 Total 1 .40 .. 1 .33 .1 .2 9 Regular Bulk Bulk 3-5 digit sort Labor .81 .81 .8 1 Postage .34 .27 .23 Envelope .09 .09 .0 9 Total 1 .24 1 .1.7 1 .1 3 1 oz. Packet, Mall Response with label BulkRegular .Labor .7 1 Postage .34 Envelope .09- Total 1 .14 Bulk 3-5 digit sort .71 .7 1 7 .23 .09 .09. 1 .07 1 .0 3 San Luis Obispo Chamber of Commerce Contract Review and Proposa l Page 1 7 EXhlb~1 c GENERAL TERMS AND CONDITIONS CONTRACT REQUIREMENTS .1 . Insurance Requirements . The Contractor shall provide proof of insurance in the form coverages an d amounts specified in Attachment 3 to this contract within 10 (ten) calendar days after notice of contract award . As a precondition to contract execution. CONTRACT PERFORMANC E 2.Ability to Perform . The Contractor warrants that it possesses, or has arranged through subcontracts, al l capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations . 3.Laws to be Observed .The Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo 'ordinances, regulations and adopted codes during_ its performance of the work . 4.Payment of Taxes . The contract prices shall include full compensation for all taxes which the Contracto r is required to pay . 5.Permits .and Licenses. The Contractor shall procure all permits and licenses, pay all charges-and fees , and give all notices necessary . 6.Safety Provisions . llhe Contractor shall conform to the rules and regulations pertauung to safet y established by OSHA and the California Division of Industrial Safety . 7.Public and Employee Safety . Whenever the Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protectiv e measures as are necessary to prevent accidents or damage or injury to the public and employees . 8.Immigration Act of 1986 .The Contractor warrants on behalf of itself and all subcontractors engaged fo r the performance of this work that only persons authorized to work in the United States pursuant to th e Immigration . Reform and Control .Act of 1986 and other applicable laws shall be employed in th e performances . of the work hereunder . 9.Contractor Non-Discrimination . In the performance of this work, the Contractor agrees that it will no t engage in, nor permit such subcontractors as it may employ, to engage in discrimination In employmen t of persons because of age, race, color,sex, national origin or ancestry, sexual orientation,.or religion o f such persons . If Contractor is found in violation of the non isc imination provisions of the State of California Fai r Employment Practices Act or sunhat provisions of federal law or executive order in the performance o f this agreement, it shall therebybe found in material breach of this agreement .Thereupon,City shall hav e the power tocancel or.suspend this agreement,it v4tole or in pastor to deduct from the amount payabl e to Contractor the sum of'I'wenty F ve dollars ($25) for each person for each calendar day during vinjcl such person was discriminated against,as damages for said breach of contract, or both.Only a finding o the State of California Far Employment Practices.Commisdon or the CalifornlaFalrEmployment Practice Commission or the equivalent federal ageacy'ot officer shall 'constitute evidence of a violation of oontrac under this paragraph. ' .:..'.•. 4 4, L--xht by t subsequent acceptance by either party of any fee or other money which may become due hereunder shal l 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 . 18.Costs and Attorneys Fees . The prevailing party in any action between the parties to this agreemen t brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonabl e costs and attorney's fees expended in connbctioa with such an action from the other party . 19.Recycled Products . A ten percent preference, not to exceed one thousand-dollars per contract, will be given to recycled products . The fitness and quality of the recycled product must be at least equal t o unrecycled products as determined by the City . The preference percentage shall be based on the lowes t price quoted by the supplier or suppliers offering nonrecycled products . Price preferences may be offere d in excess of the ten percent ceiling established in this section if it can be shown that purchase of a recycle d product or material will result in greater long-term savings to the City. 20.Ownership of Materials . All original drawings, plan documents and other materials prepared by or i n possession of the Contractor as part of the world or seivices under these specifications shall become th e permanent property of the City, and shall be delivered to the City upon demand . 21.Copies of Reports and Information. If the City requests additional copies of reports, drawings , specifications, or any other material in addition to what the Contractor is required to furnish in limite d quantities as part of the work or services under these specifications, the Contractor shall provide suc h additional copies as are requested, and City shall compensate the Contractor for the costs of du licatin g of such copies at the Contractor's direct expense . 10.Payment Terms . The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by the Contractor .' 11.Inspection . The Contractor shalt furnish City with every reasonable opportunity for City to ascertain tha t the services of the Contractor are being performed in accordance with the requirements and intentions o f this contract . AU work done and all materials furnished, if any, shall be subject to the City's inspectio n and approval . The inspection of such work shall not relieve Contractor of any of its obligations to fulfil l its contract requirements . 12.Audit . The City shall have the option of inspecting and/or auditing all records and other written material s used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor . 13.Interests of Contractor. The Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with th e performance of the work hereunder . The Contractor further covenants that, in the performance of thi s work, no subcontractor or person having such an interest shall be employed . The Contractor certifies tha t no-one who has or will have any financial interest in performing this work is an officer or employee of th e City . It is hereby expressly agreed that,in the performance of the work hereunder, the Contractor shal l at all times be deemed an independent contractor and not'an agent or employee of the City .. 14.Hold Harmless and Indemnification . The Contractor agrees to defend, indemnify, protect and hold th e City and its agents, officers and employees harmless from and -against any and all claims asserted or liability established for damages or injuries to any,person or property, including injury to the Contractor's employees, agents or officers which arise from of are connected with or are caused or claimed to be cause d by the acts or omissions of the Contractor, and its agents, officers or employees, in performing the wor k or services herein, and all expenses of investigating and defending against same ; provided, however, tha t the Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers of employees . 15 : Contract Assignment . The Contractor shall not assign, transfer, convey or otherwise dispose of the contract ; or its right, title or interest, or its power to execute such a contract to any individual or busines s entity of any kind without the previous written consent of the City . 16 . Termination . If, during the term of the contract, the City determines that the Contractor is not faithfull y abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform ; which notice must give the Contractor a 10 (ten) calendar day notice of tim e thereafter in which to perform said work or cure the deficiency . If the Contractor has not performed th e work or cured the deficiency within the tea days . specified in the notice, such shall constitute a breach o f the contract and the City may terminate the contract immediately by written notice to the Contractor to sai d effect. Thereafter, neither party shall have any further duties, obligations, responsibilities,'or rights unde r the contract except, however, any and all obligations of the Contractor's surety shall remain in full forc e and effect, and shall .not be extinguished . reduced, or in any manner waived by the termination thereof . In said event, the Contractor shall be entitled to the reasonable value of its services performed from th e beginning date in which the breach occurs up to the day it received the City's Notice of Termiination ; minus any offset from such payment representing the Qty's damages from such breath . -The City reserves th e right to delay any such payment until completion or confirmed abandonment of the project, as may b e determined in the City's sole discretion,so as to permit a full and complete accounting of costs .In no event, however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal . CX 111Ni I l 17. Walkers. The waiver by either party of any breach or violation of any term, covenant, or condition o f 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 S JLL I L J r~.~.av .V •!-.L J ,LYLI ,L ( 1 a7 :c)crI 13 V(. The Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries topersons or damages to property which may arise from or in connection with the performance of the work hereunde r by the Contractor, its agents, representatives, employees or subcontractors . Minimum Scope of Insurance .Coverage shall be at least as broad as : 1.Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2.Insurance Services Office form number CA 0001 (Ed . 1/87) covering Automobile Liability, code 1 (an y auto). 3.Workers' Compensation insurance as required by the State of California and Employer's Liabilit y Insurance. Minimum Limits of Insurance .Contractor shall maintain limits no less than : 1.General Liability : $1,000,000 per occurrence for bodily injury, personal injury and property damage . If Commercial General Liability or other form with a general aggregate limit is used, either the genera l aggregate limit shall apply separately to this project/location or-the general aggregate limit shall be twic e • the required occurrence, limit.. 2.Automobile Liability:- $1,000,000 per accident for bodily injury and property damage . 3.Employer's Liability : $1,000,000 per accident for bodily injury or disease . peductibles and Self-Insured Retentions .Any deductibles or self-insured retentions must be declared to an d approved by the City . At the option of the City, either. the insurer shall reduce or eliminate such deductibles o r self-insured retentions as respects the City, its officers, officials, employees and volunteers ; or the Contractor shall procure a 'bond guaranteeing payment of losses and related investigations, claim administration and defens e Other Insurance Provisions .The general liability and automobile liability policies are to contain, or be endorse d 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 Contractor, products and complete d operations of the Contractor; premises owned, occupied or used by the Contractor, or automobiles owne d leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scop e of protection afforded to the City, its officers, official, employees, agents or volunteers . 2 ... For any claims related to this project, the Contractor's insurance coverage shall be primary insurance a s 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 Contractor's insurance and shall not contribute with it . Any failure to comply with reporting or other provisions of the policies including breaches of warrantie s shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 4.The Contractor's insurance shall apply separately to each insured against whom claim 'is 'made or suit i s 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 b e 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 . -Acceptability of Insurers .Insurance is to be placed with insurers with a current A .M . Best's rating of no less tha n ANIL .. Verification of Covera g e..Contractor shall furnish the' City with a certificate of insurance showing require d coverage . Original• endorsements effecting general liability and automobile liability .coverage are also required by this clause . The endorsements are to be signed by a person authorized by that insurer to bind coverage on it s .behalf. Allendorsements are to be received and approved by the .City before work commences .• aubcontractors .Contractor shall include all subcontractors as insured under its policies or shall furnish separat e certificates and endorsements for each subcontractor . All coverages for subcontractors shall be subject to all of the requirements stated herein . expenses .