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HomeMy WebLinkAbout08/19/2003, C11 - 2003-05 COMMUNITY PROMOTIONS CONTRACTS �° °�` council 03 [A: agenda mepont N. G t CITY OF SAN LUIS OBISPO FROM: Wendy George,Assistance City Administrative OfI"icer4 Prepared By: Shelly Stanwyck,Economic Development Manager SUBJECT: 2003-05 COMMUNITY PROMOTIONS CONTRACTS CAO RECOMMENDATION (1) Approve funding for and authorize the Mayor to execute a two-year contract with the San Luis Obispo Chamber of Commerce (Chamber) to provide public relations services in the amount of$39,800 in 2003-04 and$40,990 for 2004-05. (2) Approve funding for and authorize the Mayor to execute a two-year contract with the Chamber to provide visitor and tourist information services in the amount of$79,000 in 2003-04 and$81,370 for 2004-05. (3) Approve funding for and authorize the Mayor to execute a two-year contract with the San Luis Obispo County Visitors and Conference Bureau (VCB) to provide regional marketing services in the amount of$68,000 for 2003-04 and$70,040 for 2004-05. DISCUSSION Background The City's annual Community Promotion budget is approximately $375,000 for fiscal years 2003- 04 and 2004-05. This money is allocated to a variety of services to promote the City as an overnight visitor destination. In response to declining transient occupancy tax revenues, increased competition from neighboring communities, and a major Council Goal for 2003-05 focused on tourism, the Council has adopted a Tourism Marketing Plan with the following main objectives: 1. Increase transient occupancy and sales tax. 2. Develop and implement a brand image. 3. Enhance and use as a fulfillment tool the visitslo.com website. 4. Develop and maintain strategic alliances. 5. Collect more data about the City's market position. 6. Establish accountability standards for the community promotions contractors. To accomplish its main objectives,the Tourism Marketing Plan contains marketing strategies. One strategy is to continue with a diversified promotions effort. More specifically, the City should continue to contract with several local organizations and an advertising contractor to fulfill its promotional efforts. A diversified approach provides the City the opportunity to leverage limited funds through unique visitors services, regional marketing efforts, and access to specialists in the local tourism industry all in coordination with the advertising contractor selected to promote the City. Four contracts will exist to accomplish this diversified approach in the following areas: Council Agenda Report—2003-05 Community Promotion Contracts Page 2 advertising, public relations, visitors services and regional marketing. The City's promotional program is overseen by its Promotional Coordinating Committee (PCC) and staffed by the Administration Department's Economic Development Manager and Principal Administrative Analyst. Advertising Services Contract In July, Council issued a Request for Proposal for Advertising Services. Responses were due July 31, 2003. Although proposal packets were requested from as far away as South Dakota, only three advertising agencies responded, all of whom are located in the City of San Luis Obispo. At its August 13,2003,the PCC will conduct interviews with the responding advertising agencies;discuss their responses and make a recommendation to Council as to which agency should be awarded a contract with the City. The PCC's recommended advertising contractor is scheduled to be considered by Council at its September 2, 2003 meeting. Contract Review Process As the advertising services contract is following an independent approval process, the remaining three community promotions contracts are being proposed for Council's consideration with this report. When the Tourism Marketing Plan was adopted, staff took the existing, and previously approved for 2001-03, contracts for Community Promotions and integrated the goals and objectives of the Tourism Marketing Plan into the contracts. Due to timing concerns, the PCC agreed that an Ad Hoc Committee should finalize the contract terms to be considered by Council at its August 19, 2003 meeting and reviewed by the PCC at its August 13, 2003 meeting. The Ad Hoc Committee of the PCC (George Newland, Debby Nicklas and Cate Norton) reviewed the contracts drafted by staff. Next the contracts were provided to the VCB and Chamber for review and consideration. Meetings with Ad Hoc Committee members, staff and the VCB and Chamber were held to discuss the proposed contract terms. Minor revisions were made and all parties involved in the drafting of the contracts are in agreement as to the terms now before Council for consideration(Attachments 1-3 are the proposed contracts). Contract Recommendations 1. Public Relations: Summary and Scope of Services The Public Relations Contract is proposed to be with the Chamber, which will promote the advantages of San Luis Obispo as a destination for tourists, disseminate visitor information and properly respond to inquiries about activities taking place in the City. The Chamber is qualified to arrange and obtain favorable media coverage about the City in various radio, print, television and electronic news and entertainment outlets. The Chamber, as do all the contractors, agrees to coordinate its efforts with the other contractors to avoid duplication of efforts and costs. The Chamber agrees to promote all City lodging properties (whether or not they are a Chamber member) during the promotion of the City as defined in the proposed agreement. More specific services to be provided by the Chamber while �1\ 1 Council Agenda Report—2003-05 Community Promotion Contracts Page 3 providing the City with public relations services include: the maintenance and development of media relationships, securing four significant stories a year in major media outlets, writing and distributing a minimum of 30 press releases a year about the City, maintaining information about the City, improving upon strategic alliances, disseminating and promoting the City's brand image for Community Promotions. The Chamber's contract addresses the Tourism Marketing Plan's objective of developing accountability standards for the contracts by requiring monthly reports with detailed information regarding the status of various activities undertaken on behalf of the City. 2. Visitor and Tourist Information Services: Summary and Scope of Services The Visitor and Tourist Information Services Contract is proposed to be with the Chamber, which will promote the advantages of San Luis Obispo as a destination for tourists, disseminate visitor information and properly respond to inquiries about activities taking place in the City. The Chamber is qualified to provide, and its visitors center is equipped to carry out, such activities on behalf of the City in an efficient and economical manner. In this separate contract for visitors services the Chamber again, as have all the contractors, agreed to coordinate its efforts with the other contractors to avoid duplication of efforts and costs. The Chamber agrees to promote all City lodging properties (whether or not they are a Chamber member) during the promotion of the City as defined in the proposed agreement. More specific services to be provided by the Chamber while providing the City with visitor and tourist information services include: maintaining a public office in a central location for visitors information, providing a high level of customer service to visitors, providing information about the City, maintaining the visitslo.com website, improving upon strategic alliances, and disseminating and promoting the City's brand image for Community Promotions. The Chamber's contract addresses the Tourism Marketing Plan's objective of developing accountability standards for the contracts by requiring monthly reports with detailed information regarding the status of various activities undertaken on behalf of the City. 3. Regional Marketing Services: Summary and Scope of Services The Regional Marketing Services Contract is proposed to be with the VCB, which will promote the advantages of San Luis Obispo County as a destination for tourists seeking to visit this region of California. The VCB is in a position to accomplish this aim in an efficient and economical manner for the City. The VCB, as is the case with the Chamber, agrees to coordinate its efforts with the other contractors to avoid duplication of efforts and costs. The VCB agrees to promote all City lodging properties (whether or not they are a VCB member) during the promotion of the City as defined in the proposed agreement. More specific services to be provided by the VCB while providing the City with regional marketing services include: the maintenance of a public office for visitors information, developing group business and conferences, coordinating with the City to create and implement a marketing campaign, acting as a City-wide fihn commission, maintaining information about the City, and disseminating and promoting the City's brand image for Community Promotions. The VCB's contract addresses the Tourism Marketing Plan's �l[r� Council Agenda Report—2003-05 Community Promotion Contracts Page 4 objective of developing accountability standards for the contracts by requiring monthly reports with detailed information regarding the status of various activities undertaken on behalf of the City. FISCAL IMPACT The amount currently budgeted in the 2003-04 Financial Plan for Community Promotions is $754,500 for the two-year total. Advertising services are proposed to account for$359,096 of this two-year total and $15,000 is to be used in 2003-04 for consultant services for an advertising effectiveness study. The remaining funds are to be allocated for meeting and related expenses in the amount of$1,200 for a two-year total and to the three contracts over the two-year term as follows: Chamber Public Relations $80,790, Chamber Visitors and Tourist Services $160,370, VCB $138,040. ALTERNATIVES 1. The Council could choose to fund the contractors at different levels or modify the scope of services. Staff does not recommend making these adjustments, as the proposed contracts are the result of a carefully negotiated exchange. ATTACHMENTS 1. Agreement to Provide Public Relations Services 2. Agreement to Provide Visitor and Tourism Information Activities 3. Agreement to Provide Regional Marketing Services Available in Council Reading File: Tourism Marketing Plan Electronic File Path:Admin\projects\PCC\Council Agenda Reports\2003-05 PCC Contracts 01 ( 4 ATTACHMENT 1 AGREEMENT TO PROVIDE PUBLIC RELATIONS 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 destination for tourists, disseminate visitor information and properly respond to inquiries about activities taking place in the City; and WHEREAS, Contractor is qualified to arrange and obtain favorable media coverage about the City in various radio, print, television and electronic news and entertainment outlets; and WHEREAS, Contractor undertakes public relations services as an integral part of its operations; and 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 July 1, 2003 until June 30, 2005. 2. INCORPORATION BY REFERENCE. Exhibit A. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement.. 3.2 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, President/CEO of Contractor is hereby designated as the Project Manager. 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 Exhibit A to this Agreement, City agrees to cooperate with Contractor and Contractor shall receive compensation as follows: 2003-04 2004-05 Visitor's Service/Touhst Information Activities $39,800 $40,990 n 11f Chamber Public Relations contract 2003.05 Final Doc asw Vl. Page 1 ATTACHMENT 1 Payment shall be made in four installments, as follows: • September 1, 2003 $19,900 • January 30, 2004 $19,900 • July 31, 2004 $20,495 • January 31, 2005 $20,495 5. CONTRACTOR'S OBLIGATIONS. 5. 1. Scope of Work - Exhibit A. For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to provide services as described in Exhibit A attached hereto and incorporated into this Agreement. 5.2. Tourism Marketing Plan. Contractor agrees to assist the City in achieving the major objectives set forth in the City of San Luis Obispo's Tourism Marketing Plan 2003. 5.3. Coordination of Efforts with other Contractors. In addition to Contractor, the City has service agreements for its community promotions efforts with the San Luis Obispo County Visitors and Conference Bureau (VCB) for regional promotion and marketing services as well as with an independent agency to provide advertising services. Contractor acknowledges the potential for duplication of efforts and costs as a result of these agreements with the City. To coordinate efforts, Contractor agrees to participate in monthly meetings of the Promotional Coordinating Committee's Marketing Subcommittee and provide a 60-day action plan at the meeting. 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. 5.4 Promotion of City Properties. Contractor agrees during its promotion of City and fulfillment of the terms of this contract that it shall promote all City of San Luis Obispo lodging properties, whether or not they are member of the San Luis Obispo Chamber of Commerce. Contractor acknowledges that this promotional effort could require the production of separate materials to include non-member lodging properties on an information list and a link on the visitslo.com website to a list of non-member properties. 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. Chamber Public Relations Contract 2003-05 Final Doc 8/5/03 Page 2 i ATTACHMENT 1 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. 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 Dave Romero, Mayor APPROVED AS TO FORM: CONTRACTOR JQoath9h Lowell, City Attorney Dave Garth, President/CEO Chamber Public Relations Contract 2003-05 Final Doc 8/5/03 l: Page 3 EXHIBIT A ATTACHMENT I SCOPE OF WORK iL i�f A A. Media Relations A.1. Maintain and develop relationships with travel writers and editors. A.2. Maintain and develop relationships with all types of media outlets in our target markets presently including: the Bay Area, Southern California and Ventura, the Sacramento Region , Central Valley and greater Phoenix Area. A.3. Respond to media requests for information about the City And meet with visiting travel writers. A.4. Arrange accommodations, meals, meetings, tours and other personal services for visiting travel writers. A.5. Develop at least two special projects or special meetings per year to elicit coverage of San Luis Obispo and its events and attractions. B. Public Relations Efforts B.1. Develop and secure four significant stories per year in major media outlets. B.2. Develop story ideas to elicit coverage about the City and promote those ideas to media contacts. B.3. Coordinate story pitches with the ad contractor and provide pitches to the media outlets the ad contractor advertises in during the time the advertisements are running. BA. Research, write, and distribute press releases at a minimum of 30 per year about the City, events in the City, attractions in the City and other points of interest consistent with the Tourism Marketing Plan. B.5. Coordinate speaking engagements by members of the Promotional Coordinating Committee, or other local tourism leaders, at local and outside of the area industry events (e.g. trade shows) or opportunities that will advance the objectives of the Tourism Marketing Plan. B.6. Coordinate at least two familiarization tours per year for travel writers, freelance writers and other tour Operators. B.7. Provide adequate information to media list. B.B. Provide supplementary materials to members of the media upon request and when necessary to achieve coverage B.9. Complete follow up with media list regarding story ideas, press release, and other contracts C. Maintain Information C.1. Maintain a computer mailing list of over 300 media outlets (newspapers, magazines, radio, television stations, freelance writers, electronic media sources, etc.) C.2. Maintain a key contracts media list of 50 media outlets and/or individuals Chamber Public Relations Contract 2003-05 Final Doc 815103 Page 4 i� ATTACHMENT 9 A C.3. Update listings about the City in various publications both print and electronic. Seek out new publications for the City to be listed in.. CA. Research historical information about the City to be provided to media contacts and used in the development of story ideas. C.S. Coordinate with the Chamber Visitors Center regarding an annual special events calendar. C.6. Coordinate with the Chamber Visitors Center regarding visitslo.com and the public relations information presented on that website. Update it accordingly. D. Strategic Alliances D.1. Assist in achieving the Tourism Marketing Plan's goal of maintaining and improving upon strategic alliances by supporting special events through the promotion of them to visitors and residents by: D.1.1. Issuing Press Releases that incorporate information about these special events. D.1.2. By conducting press events for major events E. Brand Images. Assist in disseminating and promoting any brand images developed for the City's Community Promotions Program F. Monthly Reports. Monthly, by the first Wednesday, provide written reports on Public Relations activities to the City of San Luis Obispo's Economic Development Manager to be included in the Promotional Coordinating Committee' meeting packets. At a minimum the reports shall include: F.1. Number and type of media contacts F.2. Number, subject and copy of press releases F.3. Number and publication of editorial or stories FA. Research undertaken F.S. Materials distributed F.6. Results including the publication, column inch and valuation per the Gale Directory or other similar publication. F.7. Strategic alliances supported F.B. Fam Trips F.9. Writer Trips G. Assist in achieving the Tourism Marketing Plan's goal of maintaining and improving upon strategic alliances by supporting special events through the promotion of them to visitors and residents. 0,11 -� Chamber Public.Relations Contract 2003-05 Fina_!Doc 8/51m Page 5 Exhibit B ATTACHMENT GENERAL TERMS AND CONDITIONS EX 1. Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract.. Additional information regarding the City's business tax program may be obtained by calling(805) 781-7134. 2. Ability to Perform. 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. 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 Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. 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 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. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began Work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub-contractors 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. 10. Contractor Non-Discrimination. In the performance of this work,Contractor agrees that it will not engage in, nor permit such sub-contractors 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. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs,then the time Chamber Public Relations Contract 2003-05 Final Doc 615103 Page 6 ATTACHMENT 1 of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. 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 Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this 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. 14. 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. 15. Interests of Contractor. 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. Contractor further covenants that, in the performance of this work, no sub-contractor or person having such an interest shall be employed. 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, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. 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 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 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 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. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant." For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault-free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990- 1999, including leap years, will be correctly processed in any level of computer hardware or software, including,but not limited to, microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability,otherwise provided by the Contractor. Upon request by the City,the Contractor will provide the City with a description of its Year 2000 compliance strategy, or statement of why this is not relevant to contract performance. 18. Contract Assignment. 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. Chamber Public Relations Contract 2003-05 OW_ Final Doc 8/5/03 Page 7 Exh� bif 4 �, ' ATTACHMENT 1 19. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If 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 Contractor to said effect. Thereafter, neither party shall have any further duties, obligations,responsibilities,or rights under the contract. In said event, 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. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. 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 Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City . 22. Copies of Reports and Information. If the City requests additional copies of reports,drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractors direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. Chamber Public Relations Contract 2003-05 Final Doc 8/5/03 Page 8 ATTACHMENT 1 Exhibit C INSURANCE Insurance. 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 Contractor, its agents, representatives,employees,or sub-contractors.. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1187) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employers Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • 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 projectllocation or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions: The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provisions: • 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 Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers; official, employees, agents or volunteers.. • For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers,officials, employees,agents and ( 13 Chamber Public Relations Contract 200305 r Final Doc 8/5/03 Page 9 . CXh� hl� C- - ATTACHMENT 1 volunteers. Any insurance or self-insurance maintained by the City,its officers, officials, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisionsof the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials,employees, agents or volunteers. • Contractors insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurers liability. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled 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. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANN. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. 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. Chamber Public Relations Contract 2003-05 Final Doc 8/5/03 Page 10 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 destination for tourists, disseminate visitor information and properly respond to inquiries about activities taking place in the City; and WHEREAS, Contractor is qualified for and its visitors center 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 July 1, 2003 until June 30, 2005. 2. INCORPORATION BY REFERENCE. Exhibit A. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement. 3.2 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, President/CEO of Contractor is hereby designated as the Project Manager. 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 Exhibit A to this Agreement, City agrees to cooperate with Contractor and Contractor shall receive compensation as follows: 2003-04 2004-05 Visitor's Service/Tourist Information Activities $1-9,000 $81,370 Cl I-, Chamber Visitors Center Service Agreement 2003-05 Final Doc&SW Page I ATTACHMENT 2 Payment shall be made in four installments, as follows: • September 1, 2003 $39,500 • January 30, 2004 $39,500 • July 31, 2004 $40,685 • January 31, 2005 $40,685 5. CONTRACTOR'S OBLIGATIONS. 5. 1. Scope of Work- Exhibit A. For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to provide services as described in Exhibit A attached hereto and incorporated into this Agreement. 5.2. Tourism Marketing Plan. Contractor agrees to assist the City in achieving the major objectives set forth in the City of San Luis Obispo's Tourism Marketing Plan 2003. 5.3. Coordination of Efforts with other Contractors. In addition to Contractor, the City has service agreements for its community promotions efforts with the San Luis Obispo County Visitors and Conference Bureau (VCB) for regional promotion and marketing services as well as with an independent agency to provide advertising services. Contractor acknowledges the potential for duplication of efforts and costs as a result of these agreements with the City. To coordinate efforts, Contractor agrees to participate in monthly meetings of the Promotional Coordinating Committee's Marketing Subcommittee and provide a 60-day action plan at the meeting. 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. 5.4 Promotion of City Properties. Contractor agrees during its promotion of City and fulfillment of the terms of this contract that it shall promote all City of San Luis Obispo lodging properties, whether or not they are member of the San Luis Obispo Chamber of Commerce. Contractor acknowledges that this promotional effort could require the production of separate materials to include non-member lodging properties on an information list and a link on the visitslo.com website to a list of non-member properties. 5.5. Allocation of 15% of Funds. Contractor shall allocate 15% of the City's annual compensation ($11,850 in 2003-04 and $12,206 in 2004-05) for the maintenance and improvement (both aesthetically and operationally) to the visitslo.com website. The nature and extent of any improvements or changes to the site shall be mutually agreeable to both parties. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B. epi- r � Chamber Visitors Conor Sorvico Agreement 2009-05 Final Doc 8/5/03 Papa 2 1 ATTACHMENT 2 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'. S. 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. 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. Chamber Visitors Center Service Agreement 2003.05 Final Doc 8/5/03 Page 3 ATTACHMENT 2 ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By Lee Price, City Clerk Dave Romero, Mayor APPROVED AS TO FORM: CONTRACTOR By: QoDWKan Lowell, City Attorney Dave Garth, President/CEO Chamber Visitors Center Service Agreement 2003.05 Final Doc&&03 Page 4 ATTACHMENT 2 EXHIBIT A SCOPE OF WORK p n. :• Z4 ; A. Maintain public office in central location for visitors information (the Visitors Center) that has regular hours that suit the needs of visitors. A.1. The public office is presently located at 1039 Chorro Street in downtown Luis Obispo, just a few buildings down from the historic Mission San Luis Obispo de Tolosa. Contractor anticipates maintaining this location during the term of this Agreement and will provide City with written notice should the location change. B. Provide high level of personal customer service to visitors. B.1. Provide adequate number of employees to handle the flow of the visitors to the Visitors Center. B.2. Train staff to provide service. B.3. Answer high volumes of telephone calls B.4. Serve as the key contact for residents and potential visitors as well as a referral agency for residents and potential visitors B.5 Respond to written requests for information C. Provide information to visitors about San Luis Obispo C.1. Maintain an annual events calendar C.2.. Dispense City maps, hotel/motel directories, visitors guides, brochures, pamphlets, and general statistics about the community C.3. Maintain and dispense economic profiles and business data about the City of San Luis Obispo, information on local groups and various directories. D. Maintain the visitslo.com website D.1. Within 60 days of the ad contractor receiving approval for a "brand image", implement changes to the site to reinforce the brand image. D.2. Maintain site that addresses the goals and objectives of the City of San Luis Obispo's Tourism Marketing Plan 2003 and that is equal to or better than its regional competition. D.3. Address technical difficulties, minimize website interruptions and alert City of any long term interruptions in service. D.4. Provide fulfillment services to advertising respondents and other information seekers who do so electronically. D.S. Optimize website search engine hits. D.6. Collect data from visitors to the website that further define the profile of the average visitor and refine the marketing campaign. 0<< - [9 Chamber Visitors Center Service Agreement 200305 Foal Dec&SW Page 5 ATTACHMENT 2 E. Assist in disseminating and promoting any brand images developed for the City's Community Promotions Program F. Assist in achieving the Tourism Marketing Plan's goal of maintaining and improving upon strategic alliances by supporting special events through the promotion of-them to visitors and residents, e.g. selling tickets.. G. Monthly, by the first Wednesday, provide written reports on Visitors Center activities in to the City of San Luis Obispo's Economic Development Manager to be included in the Promotional Coordinating Committee' meeting packets. At a minimum the reports shall include: G.1. Number of visitors to the Center: by day and where applicable day use and extended hour use G.2. Number of advertising fulfillment packets G.3. Visitslo.com website information including: number of distinct visits to the site, additions to the email database, top three most viewed pages, additions or modifications to the site, amount of budget expended on maintenance and improvement in dollars or person hours (however the expense was incurred). G.4. Materials and quantities distributed to individuals and groups G.5 Most frequently requested information for the month G.6. Strategic alliances supported and outcomes G.7. Number of respondents to promotional activities Ct( Chamber Visitors Center Service Agreement 2003.05 Fine(Doc 83/03 Page 6 -b ATTACHMENT 2 Exhibit B GENERAL TERMS AND CONDITIONS 7 1. Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling(805) 781-7134. 2. Ability to Perform. 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. 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 Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. 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 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. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub-contractors 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. 10. Contractor Non-Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit such sub-contractors 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. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or 0,11 -A Chamber Visitors Center Service Agreement 2003-O5 Final Doc 815103 Page 7 ATTACHMENT 2 Exhibit B: General Terms and Conditions labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. 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 Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this 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. 14. 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. 15. Interests of Contractor. 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. Contractor further covenants that, in the performance of this work, no.sub-contractor or person having such an interest shall be employed. 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, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. 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 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 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 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. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant." For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault-free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990- 1999, including leap years, will be correctly processed in any level of computer hardware or software, including, but not limited to, microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability, otherwise provided by the Contractor. Upon request by the City, the Contractor will provide the City with a description of its Year 2000 compliance strategy,or statement of why this is not relevant to contract performance. CII-a�- Chamber Visitors Center Service Agreement 2003-05 Final Doc aW3 Page 8 ATTACHMENT 2 Exhibit 8: General Terms and Conditions 18. Contract Assignment. 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. 19. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If 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 Contractor to said effect. Thereafter, neither party shall have any further duties, obligations,responsibilities, or rights under the contract. In said event, 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. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. 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 Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City . 22. Copies of Reports and Information. If the City requests additional copies of reports,drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. C[fra3 Chamber Visitors Center Service Agreement 2003-05 Final Doc&SW Page 9 Exhibit C ATTACHMENT 2 INSURANCE Insurance. 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 Contractor, its agents, representatives, employees, or sub- contractors. a. Minimum scope of insurance. Coverage shall beat least as broad as: 0 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 0 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code I (any auto). 0 Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 0 Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: 0 General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with h 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. 0 Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 0 Employer's Liability: $1,000,000 per accident for bodily injury or disease. 0 Errors and Omissions Liability: $1,000,000 per occurrence. C. 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: her: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain,the following provisions: • 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 Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. C chamber Visitors Center Service Agreement 2003-05 Final Doc 815103 Page 10 Cxh�h,f L `-` ATTACHMENT 7 Exhibit C: Insurance • For any claims related to this project, 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 Contractor's insurance and shall not contribute with it. C 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, C 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. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled 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. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. 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. Chamber Visitors Center Service Agreement 20031-05 Final Doc&WJ Page I I ATTACHMENT 3 AGREEMENT TO PROVIDE REGIONAL MARKETING SERVICES. 7,;j ---I f''; jt -, , Pi 7 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 COUNTY VISITORS AND CONFERENCE BUREAU, a nonprofit corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City desires to contract with the Contractor to promote San Luis Obispo County and the Utys advantages as a destination for tourists seeking to visit this region of California; and WHEREAS, Contractor is qualified for and 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 July 1, 2003 until June 30, 2005. 2. INCORPORATION BY REFERENCE. Exhibit A. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement. 3.2 Contractor. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this agreement for the Contractor. Jonni Biaginni, Executive Director of Contractor is hereby designated as the Project Manager. 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. ct VCB Service Agreement 2003 05 Final Doc 815103 Page 1 AiTACHNIENT3 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A.to this Agreement, City agrees to cooperate with Contractor and Contractor shall receive compensation as follows: 2003-04 2004-05 Regional Marketing Activities $68,000 $70,040 Payment shall be made in four installments, as follows: • September 1, 2003 $34,000 • January 30, 2004 $34,000 • July 31, 2004 $35,020 • January 31, 2005 $35,020 5. CONTRACTOR'S OBLIGATIONS. 5. 1. Scope of Work- Exhibit A. For and in consideration of the payments and agreements to be made and performed by City, Contractor agrees to provide services as described in Exhibit A attached hereto and incorporated into this Agreement. 5.2. Tourism Marketing Plan. Contractor agrees to assist the City in achieving the major objectives set forth in the City of San Luis Obispo's Tourism Marketing Plan 2003. 5.3. Coordination of Efforts with other Contractors. In addition to Contractor, the City has service agreements for its community promotions efforts with the San Luis Obispo Chamber of Commerce for visitors information services and public relations as well as with an independent agency to provide advertising services. Contractor acknowledges the potential for duplication of efforts and costs as a result of these agreements with the City. To coordinate efforts, Contractor agrees to participate in monthly meetings of the Promotional Coordinating Committee's Marketing Subcommittee and provide a 60-day action plan at the meeting. 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 public relations, visitors information and advertising services agreements. 5.4 Promotion of City Properties. Contractor agrees during its promotion of City and fulfillment of the terms of this contract that it shall promote all City of San Luis Obispo lodging, whether or not they are member of the San Luis Obispo County Visitors and Conference Bureau. Contractor acknowledges that this promotional effort will require a link on Contractor's website to a list of non-member properties and could result in the insertion, when required and produced by the City, of separate materials to include non- member lodging properties on information lists and other materials. VCB Service Agreement 2003-05 Fina!Doc 8✓a/03 Page 2 ATTACHMENT 3 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. 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 San Luis Obispo County Visitors & Conference Bureau 1037 Mill Street San Luis Obispo, CA 93401 Attn: Jonni Biaginni 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. Cut - VCB Service Agreement 2003-05 Final.Doc 815103 Page 3 ATTACHMENT 3 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 Dave Romero, Mayor APPROVED AS TO FORM: CONTRACTOR - By: Joha_ an Lowell, City Attorney Jonni Biaginni, Executive Director VCB Service Agreement 2003-05 Fina!Doc 8/5/03 Page 4 ATTACHMENT 3 EXHIBIT A SCOPE OF WORK A. Maintain public office for visitors information that has regular hours that suit the needs of conference attendees and potential visitors. A.1. Answer high volumes of telephone calls A.2. Serve as contact for potential visitors as well as a referral agency. A.3. Respond to written requests for information B. Develop group business and conferences. 6.1. Focus efforts on appropriately sized conferences and business groups for the facilities available in the region. B.2. Represent the City and region by attending major travel and sales shows that directly impact the target market . 6.3. Work with individual prospects to coordinate conferences. 6.4. Support the use of the Performing Arts Center for major events. C. In coordination with the City create and implement a coordinated marketing campaign. C.1. Coordinate efforts with the City's Ad Contractor and Public Relations Contractor to avoid duplication of efforts and leveraging of potential opportunities. C.2. Focus efforts on marketing the region as a destination. C.3. Develop appropriate materials to accomplish marketing campaign. D. Act as the City-wide film commission to attract filming to the area. E. Assist in disseminating and promoting any brand images developed for the City's Community Promotions Program as part of specific information about the City. F. Assist in achieving the Tourism Marketing Plan's goals. G. Monthly, by the first Wednesday, provide written reports on activities in to the City of San.Luis Obispo's Economic Development Manager to be included in the Promotional Coordinating Committee' meeting packets. At a minimum the reports shall include: G.1. VCB Website information including: number of distinct visits to the site, number of additions to the email database, top three most.viewed pages, significant additions or changes to the site. G.2. Number and type of media contacts VCB Service Agreement 2003-05 :w Fina!Doc 8/5/03 Page 5 ATTACHMENT 3 G.3. Number and subject of press releases about the region (include copies of any mentioning the City specifically) GA Fam Trips G.5. Writer Trips G.6. Quantification of PR and Advertising and direct inquires regarding the City. G.7. Whenever possible describe City specific promotional efforts. VCB Service Agreement 2003-05 Fina!Doc 8/5/03 Page 6 bio Exhibit B ATTACHMEtIT 3 GENERAL TERMS AND CONDITIONS 1. Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling(805)781-7134. 2. Ability to Perform. 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. 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 Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all pen-nits and licenses, pay all charges and fees,and give all notices necessary. 6. Safety Provisions. 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 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. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub-contractors 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. 10. Contractor Non-Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit such sub-contractors 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. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time f2 A VC13 Service Agreement 2003-05 Joh Final Doc 815103 Page 7 ATTACHM"IT 3 Exhibit B: General Terms and Conditions of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. 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 Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this 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.. 14. 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. 15. Interests of Contractor. 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. Contractor further covenants that,.in the performance of this work, no sub-contractor or person having such an interest shall be employed. 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, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. 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 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 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 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. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant." For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault-free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990- 1999, including leap years, will be correctly processed in any level of computer hardware or software, including, but not limited to,microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability, otherwise provided by the Contractor. Upon request by the City,the Contractor will provide the City with a description of its Year 2000 compliance strategy,or statement of why this is not relevant to contract performance. (211 -35 VCB Service Agreement 2003-05 Final Doc 8/5/03 Page 8 ATTACHMENT 3 Exhibit B: General Terms and Conditions 18. Contract Assignment. 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. 19. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If 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 Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities; or rights under the contract. In said event, 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. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. 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 Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City . 22. Copies of Reports and Information. If the City requests additional copies of reports,drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. CII - �4 VCB Service Agreement 2003-05 Final Doc 8/5/03 Page 9 ATTACHMENT 3 Exhibit C INSURANCE jp r, Insurance. 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 Contractor, its agents, representatives, employees, or sub- contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: 0 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 0 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code I (any auto). 0 Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 0 Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • 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. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. 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 Contractor shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses.. d. Other insurance provisions. The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provisions: • The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities perfornied by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. cif K VCB Service Agreement 2003-05 Final Doc 815103 Page 10 i ATTACHMENT 3 b 1--t L • For any claims related to this project, 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 Contractor's insurance and shall not contribute with it. • 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. • 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. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled 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. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANLL f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. 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. CU �� VCB Service Agreement 2003-05 Final Doc 8/5/03 Page 11 1 council mcmomnoum city of san is owspo, aammistnation aepautment —� RECEIVED DATE: August 14, 2003 . FJU 1 , 200 TO: Council /1 / SLO CITY CLERK VIA: Ken Hampian, CAOGj�/' FROM: Shelly Stanwyck,Economic Development Manager SUBJECT: Council Agenda Report Item C11 for the August 19,2003 Meeting On the Consent Agenda for Council's upcoming meeting on August 19, 2003, is a recommendation to approve three separate community promotions contracts. Due to the timing of meetings, and the high priority for continued community promotions efforts, the Promotional Coordinating Committee (PCC) appointed an ad hoc committee to work with staff and the contractors in developing contracts for Councils' consideration and adoption. At their August 13, 2003 meeting the members of the PCC reviewed the Agenda Report and Contracts being presented to Council for consideration and are recommending to Council that they approve the funding for and authorize the Mayor to execute two-year contracts with the San Luis Obispo Chamber of Commerce and San Luis Obispo County Visitors and Conference Bureau to provide the community promotions services described in the Agenda Report and Contracts. The draft minutes of this meeting are attached. RED FILE MEETING AGENDA DATE; ITEM # t 1 ��Atl Q m .e COUNCIIL ZCDD DIF ICAO 2'FIN DIR fXACAO ZFIRE CHIEF 'ATTORNEY ,Z PW DIR �CLERK/ORIG 7 POLICE CHF DDEEPT HEADS ;�r REC DIR LITIL DIR 011 OHR DIR Red file Mintues DRAFT PCC Meeting Minutes of August 13,2003 - Page 2 5. 2003-05 CONTRACTS FOR COMMUNITY PROMOTIONS The staff report, contracts, and recommendation by the ad hoc committee to approve contracts with,the San Luis Obispo Chamber of Commerce for Visitors and Tourist Information Services and for Public Relations Services and with the San Luis Obispo County Visitors and Conference Bureau for Regional Marketing Services were presented to the entire PCC. Hunt Roberts moved and Justice seconded a motion to accept the ad hoc committee's recommendation to Council to approve funding for and authorize the Mayor to execute the above-described 2-year contracts with the San Luis Obispo Chamber of Commerce and San Luis Obispo County Visitors and Conference Bureau. (Unanimous). 6. SUBCOMMITTEE ASSIGNMENTS Subcommittee assignments for 2003-04 were discussed and the members of the standing subcommittees of the PCC are as follows: GIA Subcommittee Marketing Subcommittee Diane Hunt Roberts George Newland Louise Justice Debby Nicklas Wilda Rosene Cate Norton 7. GRANTS-IN-AID LAISON ASSIGNMENTS Committee members took turns selecting GIA recipients to whom they will serve as a liaison. Those notations will be made to the GIA Summary sheet and included in the Agenda Packet for the PCC's September 10, 2003 Meeting. 8. REPORTFROM THE CHAMBER Lindsay Miller reported that the Chamber had issued one press release in July on San Luis Obispo's geologic history. Lindsey has made contact with PBS on a Weekend Explorer show. She distributed an article that ran in the LA Times Weekend Escape on San Luis Obispo. The authors rented bikes from a.Better Bike Shop and stayed at the Petit Soliel Hotel. Dave Garth reported that the Visitors Center numbers are down year to date. He believes more people are getting information on the web and are not coming into the Visitors Center. 9. REPORT ON ADVERTISING Maggie Cox reported that as this is an "in-between" time for the agency they have not placed ad but are working hard on outreach to the arts community for a Fall Arts Promotion. 10. REPORT FROM VCB Jonni Biaginni reported that the VCB Board had adopted a budget and that the Marketing Plan for the VCB was underway. The VCB is hard at work at completing their Visitors Guide which will be out in October and which will take on a completely new look and format. Local writers have provided the text and it will be very different from other visitor publications.