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HomeMy WebLinkAbout07/10/2001, B5 - 2001-03 TOURISM PROMOTIONAL PROGRAM council to r ACEn0A uEpont 86- C I T Y 3CITY OF SAN LUIS OBISPO 't FROM: Wendy George,Assistant City Administrative Officer lP6 Prepared By: Shelly Stanwyck,Economic Development Manager SUBJECT: 2001-03 TOURISM PROMOTIONAL PROGRAM PROMOTIONAL COORDINATING COMMITTEE (PCC)RECOMMENDATION (1) Approve funding for and authorize the Mayor to execute a two-year contract with the Visitors and Conference Bureau (VCB) for promotional services in the amount of $66,000 for 2001-02 and $68,000 for 2001-03 (which are the amounts approved in the 2001-03 Financial Plan). (2) Approve funding for and authorize the Mayor to execute a two-year contract with the Chamber of Commerce for visitor services in the amount of$85,000 for 2001-02 and $87,400 for 2002-03. This recommendation provides that if the rent for the Visitors Center increases, additional funding, up to 50% of the increase, will be paid toward the monthly rent for the Visitors Center; but not to exceed $500 per month(which exceed the amounts approved in the 2001-03 Financial Plan). (3) Approve funding for and authorize the Mayor to execute a two-year contract with the Chamber of Commerce for promotional services in the amount of$38,600 in 2001-02 and $39,800 for 2002-03 (which are the amounts approved in the 2001-03 Financial Plan). (4) Approve funding for and authorize the Mayor to execute an amendment (extending the term for two years) to the contract with the firm of Bamett, Cox & Associates (BCA) for advertising services in the amount of$159,200 for 2001-02 and $164,000 for 2002-03 (which are the amounts approved in the 2001-03 Financial Plan). CAO RECOMMENDATION The CAO agrees with the PCC's recommendations with the following exception: Approved compensation for the Chamber of Commerce visitors services should include only those amounts approved in the 2001-03 Financial Plan. The compensation for the Chamber of Commerce should, therefore, not include a share of the monthly rent for the Visitors Center. DISCUSSION Background Each year the City spends more than $350,000 on a variety of services to promote the City as an overnight tourist destination. The City's promotional program is overseen by the PCC and traditionally carried out through four advertising and promotional service contracts. One contract is with the VCB and represents the City's contribution toward the marketing of the entire county as a tourist destination. Two contracts are held by the Chamber of Commerce, one for Visitor Center services and one for promotional services. The final contract is for advertising services. This contract is S-I i Council Agenda Report-2001-03 Promotional Program Page 2 awarded as the result of a formal selection process performed every two years. During the last selection process, Council entered into a contract with Barnett, Cox and Associates, Inc., and provided an option to extend the contract term for two additional years, if both parties mutually consented. Barnett, Cox & Associates has indicated they are willing to continue to serve as the City's advertising contractor for another two-year term and the PCC recommends this as well. Consistent with Council direction, the PCC has used the last several months to review each component of the promotional program and develop recommendations for new contract funding levels for 2001-03. This report will provide the City Council with an overview of the PCC's recommendations for the 2001-03 promotional programs. The proposals presented by the VCB and the Chamber of Commerce are available in the Council reading file. Barnett, Cox & Associates' original contract and proposal are also available in the Council reading file. Review Process and Recommendations L Vicitarc and Confervnre Burean O(CB) Contract Consistent with past practices, the VCB was requested to submit a two-year proposal to the PCC. The PCC has determined that the VCB proposal continues to offer valuable services to the City and recommends that the City continue the contract. Summary of Scope of Services The VCB's contract represents the City's annual contribution to the countywide governmental agencies' effort to market the central coast as a tourist destination. The VCB plans and executes a complete marketing plan that focuses on encouraging tourism during the off-season. The VCB accomplishes this through a variety of activities including advertising and promotion, participation in travel trade shows, brochure development and distribution, publicity, market research, group conference planning services and film production attraction. VCR Prop osal — The VCB emphasized that it performs services for the City that are not handled by other members of the City's promotional team. These services include group bookings of motel/hotel rooms, attending travel trade shows and supporting the County's film commission. The VCB requested a 25% increase to their budget to continue existing services and to pursue new strategic initiatives. The VCB specifically requested$79,769 for the FY 2001-02 and$84,555 for FY 2002-03. PCC Recommendation - The PCC considered the funding request from the VCB. In light of the other contractors' requests for only a 3%increase to their contracts and taking into consideration the City's current budget predictions, the PCC determined the VCB's funding request was too high. The PCC recommends a 3% increase each year and has suggested to the VCB that it request Enhanced Promotional Funds to support new strategic initiatives that will directly benefit the tourist promotion activities of the City. CAO Recommendation - Staff supports the PLC's recommendation to increase the VCB's funding by the same amount as the other contractors at 3% a year. This amount treats all of the contractors equally, provides the VCB with a cost-of-living increase and is consistent with the approved 2001-03 Financial Plan. '2002-03 Total VCB Reauest $79,769 $84,555 $164,324 PCC&Staff Recommendation $66,000 S69.000 $134,000 5--42 Council Agenda Report-2001-03 Promotional Program Pave 3 IL Chamber of Commerce Contracts The Chamber of Commerce was asked to submit two separate two-year proposals to the PCC for the provision of visitor and promotional services, and the PCC unanimously recommended that the Council continue to contract with the Chamber for these cost-effective and beneficial services. Snmmarry nf Scope of Services Under the proposed contracts, the Chamber of Commerce provides two type of services: (1) a full-service Visitors Center, open to the public seven days per week, including several evenings; and (2) promotional services. 2. The Visitors Center responds to visitor inquiries, dispenses information about San Luis Obispo, handles telephone calls from the public and responds to written requests for information about the City. 3. The Chamber's promotional services include working to obtain free coverage of San Luis Obispo in newspapers, magazines, radio, television and books. This free coverage helps to promote overnight tourism to the City and is obtained through a carefully orchestrated program of news releases, letters and personal contacts with travel writers and editors throughout the state. Chamber of Commerce Pro on sals - The Visitors Center contract proposal continues the same services as in the past. The Chamber will continue to provide informational services that involve putting together a package of materials, including the Chamber's Visitors Guide, to send to potential visitors in response to phone calls, written requests and an ever increasing use by the public of the Chamber's website. Under the Chamber's proposal, the cost of the visitor service contract would be $78,969 for 2001-02 and $81,388 for 2001-02. The Chamber is also requesting an additional $500 per month ($6,000 for 2001-02 and$6,000 for 2002-03)towards Visitors Center rent. The Chamber is in the process of signing a new lease and rents have significantly increased for downtown retail locations in the 10 years since the Chamber last executed a Visitors Center lease. The Chamber proposes continuing its existing promotional services. In addition to providing basic promotional services, the Chamber will also maintain a visitor information website and the online Community Calendar of Events. Under the Chamber's proposal, the cost of promotional services would be $38,638 for 2001-02 and$39,797 for 2002-03. PCC Recommendation - The PCC considered the funding request from the Chamber and is recommending that the Chamber of Commerce contract for visitors services be funded at the requested level of$79,000 for 2001-02 and $81,400 for 2002-03. The PCC also recommends funding the promotional services contract at the requested levels of$38,600 for 2001-02 and$39,800 for 2002-03. In addition, the PCC recommends that if the rent for the Visitors Center increases, additional funding for up to 50% of the increased monthly rent be allocated to the Chamber, not to exceed an additional $500 per month. The PCC believes that the central location of the Visitors Center is critical to the provision of adequate services to visitors and should be maintained in its present location. The PCC feels that it is appropriate to assist the Chamber in paying a portion of the rent for this premium downtown location. CAO Recommendation - The staff recommendation supports that of the PCC for the Chamber with one exception. Staff does not recommend allocating funds for a share of the Visitors Center's rent. The 5--3 Council Agenda Report—2001-03 Promotional Program Page 4 precedent setting nature of this allocation could have significant fiscal impacts to the City, since many organizations funded by the City have rents to pay and. the City should not be perceived as a "deep pocket" for landlords considering a rent increase. Therefore, while the Chamber should be commended for proposing only a 3% increase to its budget (in acknowledgement of economic uncertainties), the direct payment to the Chamber of a share of its rent is a cost more appropriately accounted for in the Chamber's overall budget and overhead calculations. Visitors Center Contract Chamber Request $84,969(includes rental increase $87,388(includes rental $172,357 of$6,000) increase of$6,000) PCC Recommendation (includes $85,000 $87,400 $172,400 rent su ort CAO Recommendation (excludes $79,000 $81,400 $160,400 rent ort Chamber Promotional Contract Chamber Request $38,638 $39,797 $78,435 PCC/CAO Recommendation $38,600 $39,800 $78,400 M Extension of Rarnett, Cox& Associates'Advertising Contract The purpose of our advertising contract is to develop an advertising campaign that encourages overnight travel to the City. Overnight travel has traditionally been the focal point of the campaign because of its relationship to the local tax base. It helps to generate revenues through increases in TOT and sales tax receipts. The City's program has typically relied on a combination of cable and print media, and has been geared to the southern California travel market, with additional advertising taking place in the Bay Area and Central Valley through cooperative arrangements with the VCB. PCC Review Prncess In February of this year, the PCC reviewed the existing advertising contract with Barnett, Cox&Associates. Satisfied with the exemplary performance of Barnett, Cox & Associates, the PCC unanimously recommended extending the term of the contract for an additional two years. Consistent with past service, Barnett,Cox&Associates continues to be responsive and creative. Ram . , Cox & Associates Pro,nsal ,Barnett, Cox & Associates has requested a 3% cost-of-living increase for the additional two-year term, which would fund them at $159,200 for 2001-02, and $164,000 for 2002- 03. The amended contract is still general in nature so that the advertising contractor and the PCC have the flexibility to modify the campaign throughout the term, as needed. The focus and objectives are based on a combination of historically successful advertising approaches and the recent advertising effectiveness study. Barnett, Cox & Associates will continue with its originally stated objective to foster overnight and extended visits by tourists to San Luis Obispo, especially in the traditionally "soft" winter months. This objective is to be achieved through a combination of paid advertising, coordination with public relations and marketing efforts underway with the Chamber of Commerce, VCB, and special promotional programs with area attractions such as Hearst Castle, the Edna Valley/Arroyo Grande Vintners Association and the Hearst Theater. The advertising services are guided by the following key principles: 1. Use of research to determine target markets Council Agenda Report-2001-03 Promotional Program Page 5 2. Understanding of product assets 3. Development of enticing promotional.messages for attracting visitors 4. Coordination with the VCB, Chamber of Commerce,hotels and motels 5. Reliance on high quality fulfillment materials and ad response mechanisms 6. Development of new materials 7. Development of new cross-promotional programs 8. Other new ideas that may be developed PCM.; Recommendation - The PCC recommends extending the advertising contract with Barnett Cox & Associates, Inc. for an additional two-year term, and that it include funding for the subcontracting of advertising fulfillment. Consistent with the adopted Financial Plan, total funding recommended is $159,200 for 2001-02 and$164,000 for 2002-03. CAM; Recommendatinn - The CAO concurs with the PCC's recommendation to award the advertising contract to Barnett, Cox&Associates at the recommended levels of funding. BC&A Request $159.200 $164,000 $323.200 PCC&CAO Recommendation $159,200 $164,000 323 200 FISCAL E%1PACT The amount currently budgeted in the 2001-03 Financial Plan for promotional contracts is $696,000 for the two year total. The staff proposed allocation is equal to this two year total. ALTERNATIVES 1. The Council could choose to fund the full amount requested by the VCB. To do so would require a total of $30,324 of additional appropriation from the General Fund balance. Staff does not recommending funding the full amount requested by the VCB. 2. The Council could choose to support the PCC's recommendation to fund a portion of the Visitors Center rent increase, in addition to the regular Chamber visitors services contract. To do so would require up to $12,000 of additional appropriation from the General Fund balance. Staff does not recommend funding a portion of the Visitors Center's increased rent. ATTACHMENTS 1. Agreement with VCB to Provide Visitors and Conference Services 2. Agreement with Chamber of Commerce to Provide Visitor and Tourist Information Services 3. Agreement with Chamber of Commerce to Provide Promotional Services 4. Amendment No. 3 to Contract with Barnett, Cox&Associates Availahle in the Cmincil Reading File: Proposals from the VCB and Chamber of Commerce Contract and originalservice proposal from Barnett,Cox &Associates, Inc. ATTACHMENT 1 AGREEMENT TO PROVIDE VISITORS AND CONFERENCE SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, 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, 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 promises, obligations, and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date of this Agreement is made and entered; as first written above,until June 30, 2003. 2. INCORPORATION BY REFERENCE. Exhibit B "General Terms and Conditions" and Exhibit C "Insurance Requirements for Contractors" are hereby incorporated into and made a part of this Agreement. 3. PROGRAM COORDINATION. A. CITY. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement. B. CONTRACTOR. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for the Contractor. Jonni Biaggini is hereby designated as the Project Manager for the 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 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 Contractor shall receive compensation as follows: 2001-02 2002-03 Visitor's Service/Tourist Information Activities $66,000 $68,000 ATTACHMENT 1 Payment shall be made in four installments, as follows: • Upon signing of contract $33,000 e January 31, 2002 $33,000 • July 31, 2002 $34,000 • January 31, 2003 $34,000 5. CONTRACTOR'S OBLIGATIONS.. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City,. Contractor agrees with City to provide services as described in Exhibit A "Scope of Services attached hereto and incorporated into this Agreement. City contracts with Contractor and the San Luis Obispo Chamber of Commerce for promotional services and Barnett Cox & Associates for advertising services. 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 Contractor's, Chamber of Commerce's and Barnett Cox & Associates' agreements. 6. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City or the City Administrative Officer(CAO),up to the authority granted to the CAO by Council. 7. 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 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. 8. ASSIGNMENT AND SUBCONTRACTORS. This agreement is for the performance of professional marketing services of the Contractor and is not assignable by. the Contractor without prior written consent of the City. The Contractor may employ other specialists to perform special services as required with prior approval by the City. 9. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete 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 the parties hereto. ATTACHMENT 1 10. NOTICE. All written notices to the parties hereto shall be sent by United States mail,postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401 Contractor County of San Luis Obispo Visitors and Conference Bureau 1037 Mill Street San Luis Obispo,CA 93401 Attn: Jonni Biaggini 11. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each 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 fust above written. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By Lee Price, City Clerk Allen Settle,Mayor APPROVED AS TO FORM: CONTRACTOR q4& By: /eff#1o# Ci Attomey Jonni Biaggini, Executive Director Scope of Work a) Contractor will maintain an office suitable for the conduct of a visitors and conference bureau. This office shall be open during normal business hours to facilitate contact with conference representatives. b) Contractor shall employ personnel qualified in visitors and conference bureau administration. c) Contractor shall conduct a visitors and conference bureau on behalf of City as outlined below or as may be modified from time to time by mutual agreement between the City and the contractor. d) The program to be conducted by the Contractor shall include, but not be limited to, the following: a) Developing direct sales efforts to attract group business and conferences. Major markets would include greater Los Angeles region, San Francisco, San Jose, Sacramento, Bakersfield and Fresno. A new focus will target reunions, small group business and seniors groups and families to benefit more local tourism properties. Efforts to encourage repeat visitors will also be stepped up. b) Attending and representing San Luis Obispo County at those major travel and sales shows that directly impact our targeted market areas during the contract time period. c) Coordinating scheduling for potential conference with individual properties in San Luis Obispo County, including use of the Performing Arts Center. d) Developing new, coordinated countywide sales materials and brochures to be used in the marketing program, with care being taken not to duplicate materials developed by the San Luis Obispo Chamber of Commerce or the City's advertising firm. e) Creating and implementing a coordinated and planned marketing campaign, stressing the benefits of the San Luis Obispo area as a destination for visitors, including a focused campaign for the months of November, December and January. f) Submitting monthly reports on the progress of the VCB to the City's Project manager and the Promotional Coordinating Committee (PCC). Reports will contain information on countywide activities and a breakdown indicating those items that specifically benefit the City of San Luis Obispo. g) Acting as the county Film Commission to attract film business to the area. h) Exploring ways to implement the goals contained in the 2000 Tourism Strategic Plan. i) Participating with the City as appropriate on the City's tourism studies. Scope o/Work S-- 9 Pale 4 Exh1b1t A San Luis Obispo County Visitors & Conference Bureau 2001/2002 Proposed Media Plan PUBLICATION CIRCULATION MONTH OF SIZE OF INSERTIONS ADVERTISEMENT Magazines Travel&Leisure 316,000 Nov, Feb,Apr 1/6 page, color Magazine Western States Sunset Magazine 395,000 Oct,Nov,Jan,Mar 1/3 page, color Northern CA Central Coast Tourism 75,000 Annual 1/6 page, color Guide primarily CA Group Tour Magazine 10,000 Aug,Nov,Feb,May 1/8 page,2 color American 1.2 million April Full page,color ExTress/Amtrak Total Magazine $82,760 Expenditures Newspapers LA Times 1,450.000 directory/l col. x 4"b/w 7 times, Oct-May Travel Guide/Sunday San Francisco 1,528,700 directory advertisement 6 times, Oct-April Examiner/Chronicle The Tourist/Amtrak 40,000 1/8 page, 2 color Oct,Jan, Feb, April Las Vegas Review/Sun 548,000 1 col. x 4"b/w 6 times, Oct-April Total Newspaper $22;976 Expendiwres ....... .. ...... . 2001/2002 Proposed Strategic Initiatives Launching the Brand Produce materials for intra-county distribution,merchandising samples, promotional items for trade show distnbution,etc. Additional Advertising Increase size of Travel&Leisure ad and all newspaper ads to nest size to incorporate new brand, generate greater awareness Group Sales Program Cooperative sales program with tourism partners in Phoenix/Las Vegas,LA Visitor Profile Research Update 6 year-old countywide study of visitor activities, expenditures,etc. Special Interest Brochure Produce a minimum of 40,000 rack-size brochure featuring activities, attractions or assets of county that make as unique Press Photo Library/Media Kit Enhance the number and format of photos for distribution to journalists for Enhancement publicity purposes Film Commission Sales/Mailing develop/produce mailing piece for targeted market and support program piece with sales calls to agencies and production houses in LA. Total Strategic Initiatives SII6,590 EC enditures S-/D Pale 5 2001/2002 Proposed Trade Show Schedule Trade Show Date Place LEISURE TRAVEL Orange County Register Show Februan, Costa Mesa. CA LA Times Show March Los Angeles, CA Sunset Magazine Travel Show May Menlo Park, CA San Francisco Travel Show April San Mateo, CA TOUR OPERATORS CA Travel MarketPlace February San Francisco, CA National Tour Association November Houston, TX Pow Wow International May New Orleans,LA (Hearst Castle Booth) MEETINGS Affordable Meetings Spring San Jose, CA Meeting Planners Int'l Trade Show TBD Northern California SLO County Meeting Expo TBD SLO County FILM COMMISSION AFCI Location Expo February Los Angeles, CA MEDIA SATW Regional Meeting January Galveston,TX TOTAL TRADESHOW: $A946. EXPENDITURES° GENERAL TERMS AND CONDITIONS CONTRACT REQUIREMENTS 1. Insurance Requirements. The Contractor shall provide proof of insurance in the form coverages and 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 PERFORMANCE 2. Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all 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 Contractor 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. lfhe Contractor shall conform to the rules and regulations pertaining to safety 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 protective 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 for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed is the performance of the work hereunder. 9. -Contractor Non Discrimination. In the performance of this work, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination iv'employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation,or religion of such persons. 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 CaliforniaFair Employment practices.Commission or the CaliforniaFair Employment Practices Commission or the equivalent federal ageacyoc officer shall'constituto evidence of a violation of contract under this paragraph. I0. 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 shall furnish City with every reasonable opportunity for City to ascertain that the services of the Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 12. Audit. The City shall have the option of inspecting and/or auditing all.records and other written materials 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 the performance of the work hereunder. The Contractor further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 14. Hold Harmless and Indearnification. The Contractor agrees to defend, indemnify,protect and hold the City and its agents, officers and employees harmless from and ngamst 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 or are connected with or are caused or clammed to be caused by the acts or omissions of the Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that 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 or 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 business 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 faithfully 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 time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days.specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter,neither party shall have any further duties,obligations,responsibilities,-or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force 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 the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach. -The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be 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. 17. 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 �xh � h �t B 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. 18. Costs and Attorneys 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 attomey's fees expended in connection 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 to unrecycled products as determined by the City. The preference percentage shall be based on the lowest price quoted by the supplier or suppliers offering nonrecycled products. Price preferences may be offered in excess of the ten percent ceiling established in this section if it can be shown that purchase of a recycled 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 in possession of the Contractor as part of the work or seivices under these specifications shall become the 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 limited quantifies as part of the work or services under these specifications, the Contractor shall provide such additional copies as are requested, and sty shall compensate the Contractor for the costs of duplicaCmg of such copies at the Contractor's direct expense. INSURANCE REQM ENTS: CONI'R.AC JRS The Contractor 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 Contractor, its agents, representatives, employees or subcontractors. Minimum Scone 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 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability 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 general aggregate limit shall apply separately to this projectflocation or-the general aggregate limit shall be twice 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. Deductibles and.Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or 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 defense expenses. Other Insurance Provisions. The general liability and automobile Iiability 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 Contractor; products and completed operations of the Contractor, premises owned, occupied or used by the Contractor;or automobiles owned leased,hired or borrowed by the Contractor. 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'Contracioes 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 Contractor'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 volunteers. 4. The Contractor'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. . S. 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. -Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best's rating of no less than ANLL Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing required coverage. Original.endorsements effecting general liability and automobile liabilitycoverage are also 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. Subcontractors. Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. ATTACHMENT 2 AGREEMENT TO PROVIDE VISITOR &TOURIST INFORMATION ACTIVITIES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC., a nonprofit corporation,hereinafter referred 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 such activities on behalf of the City, and is in a position to accomplish such aims and purposes of the City in an efficient and economical manner; NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date of this 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 1.1,2001 (Exhibit A). 3. PROGRAM COORDINATION. A. CITY. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement. B. CONTRACTOR. Contractor shall assign asingle Project Manager to have 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. 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 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 Contractor shall receive compensation as follows: s�� ATTACHMENT 7 2001-02 2002-03 Visitor's Service/Tourist Information Activities $79,000 $81,400 Payment shall be made in four installments,as follows: • September 1,2001 $39,500 • January30,2002 $39,500 • July 31,2002 $40,700 • January 31,2003 $40,700 $160,400 5. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as described in Attachment 1 attached hereto and incorporated into this Agreement. The City contracts with the Contractor and the Visitors and Conference Bureau (VCB) for promotional services. The City also contracts with an independent agency to provide advertising services. 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 Promotional Services, VCB and advertising services agreements. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B. 7. INSURANCE. The Contractor shall procure and maintain for the duration of the contract insurance which meets the requirements of Exhibit C. As evidence of this insurance, the Contractor shall provide the City with a Certificate of Insurance and an Endorsement naming the City as an"Additional Insured". 8. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City or the City Administrative Officer(CAO),up to the authority granted to 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 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. 6-V �� ATTACHMENT 2 10. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete 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 the parties hereto. 11. NOTICE. All written notices to the parties hereto shall be sent by United States mail,postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Pahn Street San Luis Obispo, CA 93401 Contractor Chamber of Commerce 1039 Chonro Street San Luis Obispo, CA 93401 Attn: Dave Garth 12. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each 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.. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By Lee Price City Clerk Allen Settle,Mayor APPROVED AS TO FORM: CONTRACTOR By: Jor nse it Attomey Dave Garth,President/CEO CONTRACT PROPOSALS 2001-02, 2002-03 VISITOR'S CENTER CONTRACT PROPOSAL 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 evenings a week (Thursday through Saturday), and includes rent, utilities, copying, faxing and other equipment. The Chamber Visitor Center at 1039 Chorro Street is ideally situated in the heart of downtown San Luis Obispo just a few buildings down from Mission San Luis 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 most important. It requires a trained staff of one full-time and five part-time employees to handle the flow of visitors to the Center and field a variety of questions about the area and 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 tourist information such as city and county maps, hotel/motel directories 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 library of community and economic data, information on area nonprofit groups and business and 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 information center for First Night in 2001 and 2002 as it has been the last two years. • Handle telephone calls from the public. The Visitor Center serves as a key contact and referral agency for both residents and potential visitors from throughout the world and handles calls on four incoming lines. The Chamber provides a trained staff that is available to field these phone calls, including one San Luis Obispo Chamber of Commerce Contract Review and Proposal Page 14 �-19 full-time employee who speaks four languages and can assist international visitors with their needs. • Respond to written.requests for information about the city. This includes response by mail and e-mail to those requesting visitor and other general information about the city including economic profiles, event calendars and business data. • Report on Visitor Center activities to the Promotional Coordinating Committee. The Chamber staff keeps track of the number of visitors to the Center, records advertising responses, records materials distributed to groups and individuals, and provides that information monthly to the City's advertising agency and the Promotional Coordinating Committee. San Luis Obispo Chamber of Commerce Contract Review and Proposal Page 15 EXh16j t A PROPOSED VISITOR.CENTER CONTRACT The Chamber proposes continuing the Visitors Center Contract for 2001-02, 2002-03 with services as outlined above at an amount of$78,969 for 2001-02 and $81,338 for 2002-03. This rate represents a three percent increase each year. The amounts indicated above are necessary to cover standard wage and cost of living increases. Additionally, the Chamber is requesting that the City pay an additional $500 per month towards rent of the Visitors Center to cover the increase in rental costs in San Luis Obispo and enable the Chamber to keep the Visitors Center downtown (this amount reflects one-half of the anticipated increase).As the Chamber prepares to sign a new lease on its building, it is anticipating an increase of about$1,000 per month, assents in downtown San Luis Obispo have doubled since the last lease was signed ten years ago. If the Chamber is to keep the Visitors Center in its current accessible, convenient, visible location, it will need the City to help by sharing in those costs. The Chamber also proposes the following adjustment to its fulfillment contract based upon increases in postage rates. FULFILLMENT CONTRACT 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 and 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 Proposal Page 16 Fulfillment Cost Schedule (Year 1) The variables: • How did we get the inquiry? Mail, mail with label supplied, telephone, e-mail • 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, 3rd-class mail, Bulk rate, Bulk rate with 3-5 digit sort). 1 oz. Packet, all City supplied material except envelope 1 oz. Packet, Tele hone Response (800 or Chamber direct) Regular Bulk Bulk 3-5 digit sort Labor .97 .97 .97 Postage .34 .27 .23 Envelope .09 .09 .09 Total 1.40 1.33 1.29 I oz. Packet, Mail Res once without label Regular Bulk Bulk 3-5 digit sort Labor .81 .81 .81 Postage .34 .27 .23 Envelope .09 .09 .09 Total 1.24 1.17 1.13 1 oz. Packet, Mail Response with label Regular Bulk Bulk 3-5 digit sort Labor . .71 .71 .71 Postage .34 .27 .23 Envelope .09 .09 .09 Total 1.14 1.07 1.03 San Luis Obispo Chamber of Commerce Contract Review and Proposal Page 17 �=aa _� �Xh ► bit � 10 oz. Packet with Chamber supplied Visitors Guide 10 oz. Packet, Telephone Response (800 or Chamber direct) Regular Bulk Bulk 3-5 digit Labor 1.01 1.01 1.01 Postage 2.45 .64 .63 Envelope .20 .20 .20 Visitors Guide 2.00 2.00 2.00 Total 5.66 3.85 3.84 10 oz. Packet, Mail Response without label Regular Bulk Bulk 3-5 digit Labor .85 .85 .85 Postage 2.45 .64 .63 Envelope .20 .20 .20 Visitors Guide 2.00 2.00 2.0' Total 5.50 1 3.69 3.68 10 oz. Packet, Mail Response with label Regular Bulk Bulk 3-5 digit sort Labor .75 .75 .75 Postage 2.45 .64 .63 Envelope .20 .20 .20 Visitors Guide 2.00 2.00 2.00 Total 5.40 3.59 3.58 ** The cost for labor, Visitors Guides and envelopes is fixed, while the cost of postage is contingent upon current rates. Postage rate is subject to change. San Luis Obispo Chamber of Commerce Contract Review and Proposal Page 18 O� GENERAL TERMS AND CONDITIONS CONTRACT REQUMEMENTS 1. Insurance Requirements. The Contractor shall provide proof of insurance in the form coverages and 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 PERFORMANCE 2. Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all 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 Contractor 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. +The Contractor shall conform to the rules and regulations pertaining to safety 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 protective 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 for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 9. Contractor Non-Discrimination. In the performance of this work, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 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 TwentyFive 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 Cali forniaFair Employment Practices.Commission or the California Fair Employment Practices Commission or the equivalent federal agency'or officer shallconstitute evidence of a violation of coAtract under this paragraph. 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 shall furnish City with every reasonable opportunity for City to ascertain that the services of the Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 12. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials 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 the performance of the work hereunder. The Contractor further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall 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 the 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 caused by the acts or'omissions of the Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same;provided, however, that 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 or 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 business 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 faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or Mure to perform; which notice must give the Contractor a 10(ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days.specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter,neither party shall have any further duties,obligations,responsibilities,or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force 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 the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach. •The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be 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. 17. 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 ddemed 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 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. 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 to unrecycled products as determined by the City. The preference percentage shall be based on the lowest price quoted by the supplier or suppliers offering nonrecycled products. Price preferences may be offered in excess of the ten percent ceiling established in this section if it can be shown that purchase of a recycled product or material will result in greater long-term savings to the City. 20. Ownership of Wterials. All original drawings, plan documents and other materials prepared by or in possession of the Contractor as part of the work or seivices under these specifications shall become the 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 limited quantities as part of the work or services under.these specifications, the Contractor shall provide such additional copies as are requested, and City shall compensate the Contractor for the costs of duplicating of such copies at the Contractor's direct expense. INSURANCE REQUIREMENTS: CONTRACTORS The Contractor 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 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 (any auto). 3. Workers' Compensation insurance as required by the State of Califomia and Employer's Liability 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 general aggregate limit shall apply separately to this project/location or-the general aggregate limit shall be twice 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. Deductibles and Self-Insured Retentions. Any deductibles or self-insured.retentions must be declared to and approved by the City. At the option of the City, either. the insurer shall reduce or eliminate such deductibles or 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 defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. Tbe'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 completed .operations of the Contractor; premises owned, occupied or used by the Contractor;or automobiles owned leased,hired or borrowed by the Contractor. 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 Contractor'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 Contractor'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 volunteers. 4. The Contractor's insurance shall apply separately to each insured.agamst whom claim is made or suit is, brought, except with respect to the limits of the insurer's liability. S. Each insurance policy required by this clause shall be endorsed to state that coverage sball 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. •Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best's rating of no less than ANIL Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing required 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 its behalf. Allendorsements are to be received and approved by the City before work commences. Subcontractors. Contractor shall include all subcontractors as insured under its policies or shall.fumish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. v��.a Jr ATTACHMENT 3 AGREEMENT TO PROVIDE PROMOTIONAL SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC., a nonprofit corporation,hereinafter referred 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, WHEREAS, arranging and obtaining favorable coverage about the City n the various news media is an integral part of its promotion as a tourist and recreational center; and WHEREAS, Contractor is qualified for and the office is equipped to carry out such activities on behalf of the City, and is in a position to accomplish such aims and purposes of the City in an efficient and economical manner; NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date of this Agreement is made and entered, as first written above,until June 30, 2003. 2. INCORPORATION BY REFERENCE. Pages 19-20 of Contractor's proposal dated April 11,2001 (Exhibit A). 3. PROGRAM COORDINATION. A. CITY. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement. B. CONTRACTOR. Contractor shall assign a single Project Manager to have 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. 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 the City Project Manager. ATTACHMENT 3 4. CITY'S OBLIGATIONS. For providing services as specified in Attachment 1 to this Agreement, City agrees to cooperate with Contractor and Contractor shall receive compensation as follows: 2001-02 2002-03 Promotional Services $38,600 $39,800 Payment shall be made in four installments, as follows: • September 1, 2001 $19,300 • January30,2002 $19,300 • July 31,2002 $19,900 • January31,2003 $19,900 $78,400 5. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as described in Attachment 1 attached hereto and incorporated into this Agreement. The City contracts with the Contractor and the Visitors and Conference Bureau (VCB) for promotional services. The City also contracts with an independent agency to provide advertising services. 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 Promotional Services, VCB and advertising services agreements. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B. 7. INSURANCE. The Contractor shall procure and maintain for the duration of the contract insurance which meets the requirements of Exhibit C. As evidence of this insurance, the Contractor shall provide the City with a Certificate of Insurance and an Endorsement naming the City as an"Additional Insured". 8. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City or the City Administrative Officer(CAO), up to the authority granted to 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 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 a9 - ATTACHMENT 3 general outlines, and Contractor will use its own initiative and discretion in performing the details of work herein. 10. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete 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 the parties hereto. 11. NOTICE. All written notices to the parties hereto shall be sent by United States mail,postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Chamber of Commerce 1039 Chorro Street San Luis Obispo,CA 93401 Attn: Dave Garth 12. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each 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. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By Lee Price City Clerk Allen Settle,Mayor APPROVED AS TO FORM: CONTRACTOR Q11111140Jf L�'� By:. Joige , CK Attomey Dave Garth, President/CEO �JL PROMOTIONAL PROGRAM CONTRACT PROPOSAL The Chamber's existing contract provides the city with the following services: • Research and write news releases Each year the Chamber sends out a least eighteen news releases about city events and attractions. The Chamber works with various groups to gather information and develop a release that will generate maximum media interest. Slides and/or brochures are sometimes sent out with a release if appropriate. The Chamber handles distribution of the releases and follow up with local media contacts and media contacts throughout the state and across the country. • Maintain accurate media information Getting information about San Luis Obispo into the hands of the right people is an important part of fulfilling this contract. The Chamber maintains a comprehensive computer mailing list of more than 300 media outlets throughout the state and beyond including newspapers,magazines, radio and TV stations and networks, as well as freelance travel writers. The list is updated as new contacts are made and is reviewed periodically for accuracy. • Handle media requests and pitch story ideas This.includes, but is not limited to, sending media packets, developing story ideas, arranging accommodations and meals for visiting travel writers, updating guidebook listings, arranging interviews, researching historical data. The.Chamber maintains media information files on a variety of local events and attractions and has a very extensive library of 35mm color slides and Photo CDs available for media use. • Solicit editorial space/time on behalf of the City This involves personal contact and varies greatly depending on the type of media and situation. It can include personal letters, phone calls, meeting with travel writers or the development of special projects to solicit coverage of San Luis Obispo, its events and attractions. • Keep records and report to the Promotional Coordinating Committee The Chamber keeps track of its press contacts and maintains a clip file for the city. It also reports its efforts monthly to the Promotional Coordinating Committee. San Luis Obispo Chamber of Commerce Contract Review and Proposal Page 19 PROPOSED PROMOTIONAL PROGRAM CONTRACT The Chamber proposes the following basic service contract: Continuation of existing services — $38,638 for 2000-01, $39,797 for 2002-03 This basic contract for 2001-02, 2002-03 reflects a three percent increase per year. This plan will allow the program to continue sending basic releases and providing basic service. This includes use of a professional staff, comprehensive computer system (including software to enable electronic distribution of news releases and media correspondence), a data base of media contacts developed over 20 years and a reputation for handling their requests in a professional and timely manner. It also includes the basic maintenance of a visitor information site on the World Wide Web, maintenance of the Community Calendar of Events on the Web, and $250 per year to help defray the cost of the Internet server connection necessary to operate the calendar link. San Luis Obispo Chamber of Commerce Contract Review and Proposal Page 20 C5-3a GENERAL TERMS AND CONDITIONS . CONTRACT REQUIREMENTS .1. Insurance Requirements. The Contractor shall provide proof of insurance in the form coverages and 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 PERFORMANCE 2. Ability to Perform. The Contractor warrants that it possesses, or has arranged through subcontracts, all 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 Contractor 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. li'he Contractor shall conform to the rules and regulations pertaining to safety 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 protective 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 for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be, employed in the performance.of the work hereunder. 9. Contractor Non Discrinunition. In the performance of this work, the Contractor agrees that it will not engage in,nor permit such subcontractors as it may employ, to engage in discrimination hi employment of persons because of age, race, color, sex, national origin or micestry, sexual orientation,or religion of such persons. 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 fording of the State of CaliforniaFair Employment Practices.Commission or the CaliformaFair EmploymentPractices Commission or the equivalent federal agency'oi officer shall constitute evidence of a violationof contract under this paragraph 10. Payment Terms. The City's payment terms are 30 days from the receipt of in original invoice and acceptance by the City of the services provided by the Contractor., 11. Inspection. The Contractor shall furnish City with every reasonable opportunity for .City to ascertain that the services of the Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 12. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials 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 the performance of the work hereunder. The Contractor further covenants that, in the performance of this work, no subcontractor or person having such an interest shall be employed. The Contractor certifies that ' no-one who has or wiil have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Contractor shall 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 the 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 or are connected with or are caused or claimed to be caused by the acts or omissions of the Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that 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 or 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 business 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.faithfully 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 time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the tea days.specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter,neither party shall have any further duties,obligations,responsibilities,or rights under the contract except,however, any and all obligations of the Contractor's surety shall remain in full force 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 the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach. -The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be 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. 17. 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 otherr 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. 18. Costs and Attorneys Fees. The prevailing party in * 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. 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 to uarecycled products as determined by the City. The preference percentage shall be based on the lowest price quoted by the supplier or suppliers offering nonrecycled products. Price preferences may be offered in excess of the ten percent ceiling established in this section if it can be shown that purchase of a recycled 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 in possession of the Contractor as part of the work or seivtces under these specifications shall become the 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 oche material is addition to what the Contractor is required to furnish in limited quantities as part of the work or services under these specifications, the Contractor shall provide such additional copies as are requested, and City shall compensate,the Contractor for the vests of duplicating of such copies at the Contractor's direct expense. INSURANCE REQUIREMENTS: CONTRACTORS EXI1 t h L�`C The Contractor shall procure a.,:-maintain for the duration of the contract inburance against claims for injuries to persons of damages to property which gray arise from or in connection with the performance of the work hereunder by the Contractor, its agents, repiesentatives, 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 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimurn 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 general aggregate limit shall apply separately to this project/location or-the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liabilityr $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. Deductibles and Self-In_=*d 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 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 defense expenses. Other Insurance Provisions The general liability and automobile liability policies are to contain,or be endorsed to contain, the following provisions: L 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 completed operations of the Contractor, premises owned, occupied or used by the Contractor,or automobiles owned leased,hired or borrowed by the Contractor. 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 Contractor'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 Contractor'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 volunteers. 4. The Contractor'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. S. 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. -Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best's rating of no less than ANII. _Verification of Covera e.. Contractor shall furnish the City with a certificate of insurance showing required 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 its behalf. Allendorsements are to be received acid approved by the_City before work commences. Sub-contractors. Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 1 ATTACHMENT 4 AMENDMENT NO. 3 AGREEMENT WITH BARNETT COX & ASSOCIATES, INC. The AGREEMENT dated October 5, 1999 between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as "City"and BARNETT COX & ASSOCIATES, INC., hereinafter referred to as"Contractor," is hereby amended as follows: SECTION I. "Term" is modified as follows: The term of this Agreement shall be from the date this Agreement is made and entered, as first written above (October 5, 1999),until June 30, 2003. SECTION 4, "City's Obligations" is modified as follows: For providing services as specified in Attachment 7 to this Agreement, City agrees to cooperate with Contractor and Contractors shall receive additional compensation as follows:. 2001-02 2002-03 Marketing &Advertising Services $159,200 $164,000 SECTION 10, "Notice" is modified as follows: Contractor Barnett, Cox & Associates 748 Pismo Street San Luis Obispo, CA 93401 . All other terms and conditions of the AGREEMENT shall remain the same. Both City and Contactor covenant that each individual executing this Amendment No. 3 on behalf of each 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 on this day of 2001. ATTEST CITY OF SAN LUIS OBISPO A Municipal Corporation Lee Price, City Clerk By: Allen Settle, Mayor ATTACHMENT d APPROVED AS TO FORM CONTRACTOR J orgy ise , ity ttomey Maggie Cox,President