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HomeMy WebLinkAbout08/16/2005, C10 - 2005-06 COMMUNITY PROMOTIONS CONTRACTS council g, j acEnaa Repoin CITY OF SAN LUIS 0BISP'0 FROM: Wendy George,Assistance City Administrative Officer Prepared By: Shelly Stanwyck,Economic Development Manager SUBJECT: 2005-06 COMMUNITY PROMOTIONS CONTRACTS CAO RECOMMENDATION Approve the Promotional Coordinating Committee's (PCC)recommendations to:. (1) Provide funding in the amount of $42,200 in 2005-06 for public relations services and authorize the Mayor to execute a one-year agreement with the San Luis Obispo Chamber of Commerce(Chamber)for said services. (2) Provide funding in the amount of$$6,300 for 2005-06 for visitor and electronic information services and authorize the Mayor to execute a one-year agreement with the San Luis Obispo Chamber of Commerce(Chamber)for said services. (3) Provide funding in the amount of$72,100 for 2005-06 for regional marketing services and authorize'the Mayor to execute a one-year agreement with the San Luis Obispo County Visitors and Conference Bureau (VCB)for said services. (4) Provide funding in the amount of$174,000 for 2005-06 for advertising services and execute a one-year amended and restated agreement with Barnett, Cox & Associates (BC&A) for said services. DISCUSSION Background The City's annual Community Promotion budget is $375,100 for fiscal year 2005-06. This money is recommended to be allocated to four contractors to promote the City as an overnight visitor destination. Several years ago, and in response to fluctuating transient occupancy tax revenues, increased competition from neighboring communities, and a then major Council goal focused on tourism,the Council adopted a Tourism Marketing Plan with the following objectives: 1. Increase transient occupancy and sales tax. 2. Develop and implement a brand image. 3. Enhance and use as a fulfillment tool the vis_itslo.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. Council Agenda Report—2005-06 Community Promotion Contracts Page 2 Since the adoption of the Tourism Marketing Plan, several of its main objectives have been accomplished. First, a Community Promotions Brand, San Luis Obispo—Experience the SLO Life was developed by BC&A and adopted by Council. The brand is used in all of the City's community promotions efforts. Second, specific data about the City's market position and efforts to promote the City were gathered and studied by Campbell Rinker Research in 2004. The data confirmed the results of prior studies about the type of visitor to the City and the success of various methods used to attract visitors to the City. The City's advertising contractor has used this information in its direct.marketing to the potential visitor. The other adopted objectives are ongoing activities on which the PCC and the City's Community Promotions Contractors continue to focus their efforts. To accomplish its main objectives, the Tourism Marketing Plan contains several marketing strategies. One particular strategy recommends a diversified promotions effort with several local organizations and an advertising agency assisting in the implementation of the overall community promotions program. The City's diversified approach to marketing has provided a means to leveraging limited funds through unique visitor services, direct and regional marketing efforts, and access to specialists in the local tourism industry. Four contracts are proposed to accomplish this diversified approach for 2005-06 in the following areas: public relations, visitor services, regional marketing and advertising. The City's community promotions program is overseen by the Promotional Coordinating Committee (PCC) and staffed by the Administration Department's Economic Development Manager and Principal Administrative Analyst. Development of Agreements In developing the proposed community promotions funding and agreements for 2005-06, the PCC's Marketing Subcommittee (George Newland, Bob Griffin and Cate Norton) reviewed the previous funding allocations, the results from the contractors' efforts for 2003-05 and the existing service agreements with the contractors. Upon review and discussion, the Marketing Subcommittee agreed that the allocations adopted in the approved 2005-06 Budget were appropriate and forwarded draft agreements on to the contractors for their review and consideration. After all parties concurred as to the basic terms, the Marketing Subcommittee recommended to the PCC the adoption of the Community Promotion funding allocations as set forth in the approved 2005-06 Budget and the adoption of the four proposed agreements. The PCC unanimously agreed with those recommendations at its August 3, 2005 meeting (see Attachment 1) and recommends Council approval of the allocations and agreements. Specific Funding Allocation and Agreement Recommendations In each of the proposed community promotions agreements, the contractors agree to coordinate their efforts with the other contractors to avoid duplication and overlap. They also all agree to implement the City's Tourism Marketing Plan goals and objectives, promote the Community Promotions brand, and continue to maintain and develop strategic alliances with identified C1D ' �- Council Agenda Report—2005-06 Community Promotion Contracts Page 3 community groups. Additionally, even though both are membership organizations, the Chamber and VCB agree to promote all City lodging properties (whether or not they are a member of either organization) during the promotion of the City as defined in their respective agreements.. Finally, each of the agreements addresses the Tourism Marketing Plan's objective of developing accountability standards for the contractors by requiring monthly reports with detailed information about the various activities undertaken on behalf of the City. Council will note that all of the agreements are for a one-year term with the option to extend for an additional one-year term upon written consent of both parties. The Marketing Subcommittee felt strongly that in order to retain flexibility in the community promotions program, respond to the varied conditions present in today's tourism industry, and make inroads on accomplishing Council's major goal for 2005-07 to increase sales tax and transient occupancy tax, one-year terms would be preferred for the City. The Four Agreements: Summary and Scope of Services .I. Public Relations The Public Relations Agreement is proposed to be with the San Luis Obispo Chamber of Commerce (Chamber) in the amount of$42,200 for 2005-06 (Attachment 2). The Chamber will provide staff a monthly accounting of"billable hours", time spent on the contract and activities undertaken, and will receive a monthly stipend of$3,308. The Public Relations Agreement also proposes a $2,500 reserve for expenses incurred for public relations services, such as media kits or "giveaways" to travel writers. The Chamber has agreed to 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 free media coverage about the City in various radio, print, television and electronic news and entertainment outlets. More specific services to be performed by the Chamber while providing the City with public relations services include: the maintenance and development of relationships with travel writers and editors, attendance at the June 2006 Outdoor Travel Writers Conference to be held in San Luis Obispo, writing and distributing 12 press releases a year about the City and four "What's New in San Luis Obispo" releases, and developing a "press room" on the visitslo.com website. The Chamber will also seek to achieve various media goals such as coordinating 30 travel writer visits to San Luis Obispo, having eight magazine articles on the City appear in various publications; getting extensive newspaper coverage in target markets and having broadcast coverage in the target markets as well. The agreement calls for the Chamber to generate media coverage for the year with a combined print circulation of 20 million, a total value of$1,000,000 in advertising equivalent, and a broadcast coverage of 2 million people: 2. Visitor and Electronic Information Services The Visitor and Electronic Information Services Agreement is also proposed to be with the Chamber is the amount of$86,300 for 2005-06 (Attachment 3). The Chamber 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 C ►o � 3 I 1 Council Agenda Report—2005-06 Community Promotion Contracts Page 4 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 agreement for visitor and electronic information services, the Chamber has agreed to provide specific services including: maintaining a public office in a central location for visitor information, providing a high level of customer service to visitors, providing information about the City, maintaining the visitslo.com website and making a . total of 12 major enhancements to the website, such as making navigation easier, making major pages more visually oriented, developing lists of what to do in San Luis Obispo; developing historical information and further developing electronic versions of existing maps and brochures. 3. Regional Marketing Services The Regional Marketing Services Agreement is proposed to be with the Visitors and Conference Bureau(VCB) in the amount of$72,100 for 2005-06 (Attachment 4). The VCB will promote the advantages of San Luis Obispo County as a destination for tourists seeking to visit this entire region of California. The City's tourist amenities become far more attractive when they are marketed as part as a County-wide destination. The VCB is in a position to accomplish this aim in an efficient and economical manner for the City. The VCB plans to undertake several new branding and advertising initiatives in 2005-06 and will work closely to include the City in those initiatives. Specific services to be provided by the VCB while providing the City with regional marketing services include: the maintenance and development of information that suits the needs of visitors and conference attendees, developing group business and conferences, coordinating with the City to create and implement a marketing campaign, acting as a City-wide film commission, maintaining electronic information about the City, disseminating and promoting the City's brand image for community promotions and hosting the Outdoor Travel Writers Conference in June 2006 in San Luis Obispo. 4.Advertising The First Amended and Restated.Advertising Services Agreement is proposed to be with the Barnett Cox and Associates (BC&A) in the amount of $174,000 for 2005-06 (Attachment 5). After the completion of a request for proposals (RFP) process, and upon recommendation by the PCC, on September 2, 2003, Council approved a two-year advertising services agreement with BC&A. The Agreement contained a provision to extend the term for another two-years. Because of a series of minor revisions to the original agreement, and consistent with the PCC's recommendation to extend the contract for an additional year(with the possibility of one more year- long extension), staff is recommending amending and restating the Advertising Services Agreement so that all parties have a clear understanding of the scope of services to be provided in 2005-06. BC&A has consistently demonstrated that it is fully qualified to develop a paid advertising campaign and create and place advertising on behalf of the City in various radio, print, television and electronic news and entertainment outlets. Specific services to be provided by BC&A in promoting the City include: various account services such as the design and placement of advertising, direct marketing to consumers through print and electronic means, the provision of Clb - q I Council Agenda Report—2005-06 Community Promotion_Contracts Page 5 advertising "fulfillment" services by responding to requests for materials, and continued outreach to the,local lodging industry. FISCAL IMPACT The total amount currently budgeted in the 2005-06 Financial Plan for Community Promotions is $375,100. The.funds are to be allocated for meeting and related expenses in the amount of$500 and to the four contracts as follows: Public Relations $4.2,200, Visitors and Information Services $86,300,Regional Marketing Services$72,100, and Advertising.Services$ 174,000. 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 ate the result of carefully negotiated exchanges. ATTACHMENTS 1. Minutes of August 3, 2005 Promotional Coordinating Committee Meeting 2. Agreement to Provide Public Relations Services 3. Agreement to Provide Visitor and,Electronic Information Activities 4. Agreement to Provide Regional Marketing Services 5. First.Amended and Restated Agreement for Advertising Services Available in Council Reading File: Tourism Marketing Plan Electronic file Path:Admm\piojectsTMCoimcil Agenda Repom\Contracts 2005.06 Cid-s Promotional Coordinating Committee ATTACHMENT I Draft Wednesday, August 3, 2005 5:30 p.m. City Hall Planning Conference Room 990 Palm Street CALL TO ORDER: Chair, Debby Nicklas 5:31 p.m. PRESENT: Griffin, Justice, Hunt.Roberts, Newland, Nicklas, Norton, Rosene STAFF PRESENT: Shelly Stanwyck, Economic Development Manager PUBLIC COMMENT No public comment. CONSENT AGENDA ACTION: Moved by Hunt Roberts/Justice to accept the Consent Agenda with a restatement of the minutes to reflect that.the Visitors & Conference Bureau suggested the soccer teams move their August tournament to a later date to better accommodate their need for rooms. Motion carried 7:0 Staff noted that because of the early meeting, the TOT Report will be mailed outto the committee when completed. COMMITTEE & BUDGET ITEMS Item 1. ELECTION OF CHAIR AND VICE CHAIR 2005-06 Committee members discussed the role of the Chair and Vice Chair and determined that the Chair term should run from September to September to better accommodate the contract and grant cycles. ACTION: Moved by Rosene/Griffin to approve Diane Hunt Roberts as Chair 2005-06 and Cate Norton as Vice Chair for 2005-06. Unanimous. Committee members also discussed the chairs for the Grants in Aid and Marketing Subcommittees. ACTION: Moved by Rosene/Nicklas to approve Louise Justice as Chair of the Grants in Aid Subcommittee and Bob Griffin to serve as Chair of the Marketing Subcommittee. PCC Meeting Minutes August 3,2065 Page 1 CI C) ATTACHMENT I The GIA Subcommittee will be comprised of Justice, Nicklas and Rosene. The Marketing comm' will be comprise Griffin, N nd and on. Item 2. PROPOSED BUDGETING ALLOCATIONS AND DRAFT CONTRACTS George Newland reported that the Marketing Subcommittee has met several times to discuss their proposed allocations for Community Promotions and the details of the contracts for the program. The contracts are agreed to by the contractors, with the Chamber needing its Executive Committee's approval. Dave Garth will report to staff no later than Monday on the status of the Executive Committee's approval. ACTION: Newland moved to adopt the allocations as proposed by the Marketing Subcommittee in the following amounts: support costs $500, Visitors & Conference Bureau $72,100, Barnett Cox & Associates $174,000, Chamber Visitors Center $86,300 and Chamber Public Relations $42,200, and to forward the proposed allocations and contracts to the City Council for consideration and review at its meeting of August 16, 2005. Rosene seconded, Unanimous. MARKET] TIVES 1. DISCUSSION OF FOCUS FOR 2005-06 Lindsey Miller distri uted information on the Tour of California bicycle event. This is an eight stage bicycle race si filar to the Tour de France. We would host a finish one day and a start the next. Linda Fitzge Id, Parks and Recreation, will Chair the committee involved in organizing and prc itin he event. Lindsey will be Operations Direct and PR Director. The event is tentatively scheduled for the last Thursday in February. The Chamber thinks many will attend, about 40,000 people\th complimentary media coverage. Miller met with the event organizer!things w we!occurring go; they toured hotels, discussed how to showcase the City, looked at posseadqlocations., etc. The event is financed and organized by two companies, MedoAEG Sports. Additional sponsorships are sold to national companies who ws posure. Over 400 hotel rooms will be needed for the cyclists. Maggie suted ring their Marketing Plan so we can figure out how to backfill and leverage thortunher. Lindsey has been contacting some of the bike magazines to do pre-publi The Chamber and City will have cationpte er 8th regarding final stage selections. The VCB has developed branding o diff "events" for 05-06. The first is Fallfest. The pitch is to market Fallfest fromembDecember 1 d cribing 100 ways to celebrate 100 days of events, restts, w , etc. The VCB is ocusing on this unifying brand for all of the great and differings ing during this time. _CB is developing a special website with everything listed and linked.. They hope to mimic the successful Napa PCC Meeting Minutes August3,2005 Page 2 CID - 7 r r - ATTACHMENT 2 AGREEMENT TO PROVIDE PUBLIC RELATIONS SERVICES •8 � Y � 4 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, 2005 until June 30, 2006. The term of this Agreement may be extended for an additional year, upon the mutual written agreement of both parties. 2. INCORPORATION BY REFERENCE, Exhibit A. 3. REPRESENTATION.FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer (CAO) or his 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, the City agrees to pay to Contractor 12 monthly installment payments in the amount of Three Thousand Three Hundred Eight Dollars ($3,308) per month, on or . before the twentieth (20th) day of each month, plus up to Two Thousand Five Hundred Chamber Pubi10 Relations Contract 200506 Pagel Clb_g ATTAC=:''TENT 2 Dollars ($2,500) for expenses as billed, for a total public relations services allocation not to exceed Forty Two Thousand Two Hundred Dollars ($42,200) for 2005-06. City shall pay Contractor for expenses incurred by Contractor in connection with rendering services under this Agreement up to a maximum of $2,500.00, within fifteen (15) days after submission of receipts therefor. 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's Tourism Marketing Plan. 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 Barnett, Cox & Associates 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 Agreement 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 Agreement 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 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 Chamber Public Relations Contract 2005-06 8/03/2005 Page 2 Ib - ATTACHwm 1 - 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 Audrey Hooper, City Clerk Dave Romero, Mayor APPROVED AS TO FORM: CONTRACTOR By: Jour �!]t A Lowell, City Attorney Dave Garth, President/CEO San Luis Obispo Chamber of Commerce Chamber Public Relations Contract 2005-06 8/08/2005 Page 3 I .'o—I c ATTACA`MEWT 2 EXHIBIT A SCOPE OF WORK FOR PUBLIC RELATIONS SERVICES rau 4,777777777777 73777715MTZ 1. Assist in implementing the City's Tourism Marketing Plan Goals and Objectives. 1.1.Maintain and develop strategic alliances with targeted community groups, including supporting partnership opportunities with the San Luis Obispo Vintners, Cal Poly, the Downtown Association, the Arts Community, and Parks and Recreation through special events and marketing opportunities. 2. Use the City's Community Promotion's Brand, San Luis Obispo — Experience the SLO Life!in all materials and promote its use by the media. 3. Focus of Public Relations Efforts 3.1.Utilize targeted themes, for instance, the Great Outdoors, as an umbrella "theme" for promoting hiking, mountain biking, golf, windsurfing, bird watching, and other activities that can easily be undertaken in the City. Identify and refine themes and public relations focus at monthly marketing meetings with the Promotional Coordinating Committee's (PCC) Marketing Subcommittee. 3.2. Provide information to travel editors and assignment editors about local events such as: the Tour De California, the Plein Aire Festival, etc. 3.3. Target various niche interests including: car clubs, motorcycle clubs, golfers, seniors and snow birds, and writers specializing in these and other relevant special interests. 3.4. Continue to 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. 4. Media Relations 4.1. Actively maintain and develop relationships with travel writers and editors. Conduct ongoing outreach to key newspaper, magazine, guidebook, television, radio, online, and syndicated editors, writers and producers. 4.2. Target the following media markets: the Bay Area including San Jose, the Central Valley, Monterey County, the greater Phoenix Area, the Sacramento Region, Southern California, and Ventura and Santa Barbara Counties. 4.3. Make timely responses to media requests for information about the City. 4.4. Upon request, or in connection with a targeted story pitch (and when an article is likely to result) serve as the primary host to coordinate accommodations, meals, meetings, tours and other personal services for visiting travel writers. 4.5. Attend and assist in the June 2006 Outdoor Travel Writers Conference hosted by the San Luis Obispo Visitors and Conference Bureau. Actively target attending travel writers by arranging for one-on-one meetings (before, after or during the conference), prepare materials and "giveways°, and utilize various public relations tools to generate interest in articles on the City. 4.6. Seek to achieve the following media relations goals: Chamber Public Relations Contract 2005-06 8/Page0&204 Pl ` age 4 0 ATTACHMENT 2 4.6.1. 30 domestic press visits. 4.6.2. Eight magazine articles focusing on the City or some niche travel related aspect of the City in travel oriented and/or specialty publications identified by the Contractor .and PCC Marketing Subcommittee or by the Ad Contractor as a publication an ad is being placed in. 4.6.3. 24 newspaper articles in target markets' newspapers such as: LA Times, San Jose Mercury News, and so forth that focus on the City, a special event in the City, or some niche travel related aspect of the City as identified by the Contractor and PCC Marketing Subcommittee. 4.6.4. 24 general media coverage in target markets (e.g. mention in Calendar of Events, planning materials, etc.). 4.6.5. 12 articles or informational updates in electronic media including travel sites, electronic publications, etc. 4.6.6. Two broadcast events in the target markets. 4.6.7 Identify the top 20 most frequently used California or Central Coast Guide Books to the PCC Marketing Subcommittee. Advocate for, and/or update City coverage in those guide books to ensure that it is current and representative of the current Tourism Marketing Plan objectives. Respond to specialty publication inquires to the Chamber and provide current factual information. 4.7 Generate total media coverage for 2005-06 as follows: combined print media circulation of twenty (20) million, total advertising equivalent of One Million Dollars ($1,000,000), and broadcast coverage of a combined audience of two (2) million. 5. Specific Public Relations Efforts 5.1. Develop story ideas to elicit coverage about the City and promote fresh story ideas through press releases, destination updates,.tourism trends and story pitches. Possible ideas for 2005-06 could include: shopping in Downtown San Luis Obispo, hiking and biking in San Luis Obispo, Fall Arts events, San Luis Obispo Vintners and Growers wine events, local bike races, and other ideas developed at the monthly meeting of the PCC Marketing Subcommittee. 5.2. 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.. 5.3. Write and distribute a minimum of 12 press releases per year and four quarterly What's New in San Luis Obispo targeted to the media. Chamber Public Relations Contract 2005.06 8�5 C Ib� IZ ATTAC H M E NIT 2 6. Maintain information 6.1. maintain a computer mailing list of travel oriented media outlets (newspapers, magazines, radio, television stations, freelance writers, electronic media sources, etc.) with a core group of contacts. Provide list to City upon request. 6.2. Update listings about the City in various publications, both print and electronic. Seek out new publications for the City to be listed in., 6.3. Coordinate with the Chamber Visitors Center regarding an annual special events calendar. 6.4. Develop and maintain a Press Room on the visitslo.com website. Include in the press room the following: general information about the City, contact information, Frequently Asked Questions, story ideas, what's new, press releases that are downloadable, articles About the City, and image gallery with several high resolution images. 7. Monthly Reports. Monthly, by the first Wednesday, provide written reports on Public Relations activities to the City's Economic De*velooffient Manager to be included in the PCC's meeting packets. Ata minimum, the reports shall include,. 7.1. Summary of media contacts d-uring the reporting Period. 7.2. Copies of press releases sent out during the reporting period. 7.3. Summary of editorial And/or stories published during the reporting period And copies thereof. Include the publication, total circulation, Column inch and total valuation per the Gale Directory or other similar Oobl�jqation 7.4. Summary of materials distributed during the reporting period. 7.5. Summary of strategic alliances supported during the reporting period. 7.6. Allocation of time for preceding month (reflecting time spent, employee and activity undertaken) Chamber Public,Relations Contract 2005-66 810&2005 Oag'e-6 Exhibit B ATTACHMENT 2 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 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 006 Page 7 ATTACHMENT 2 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 Cit;'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 becaused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or seryices 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 ln►itations, and all limitations on liability, otherwise provided by the Contractor. Upon request by the City,tLe 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 2005-06 8/03/2005 Page 8 ATTACHME 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.. Chamber Public Relations Contract 2005-06 x10312005 Page 9 (� Cl r 1 ATTACHMENT 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 OOCI). • Insurances Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's 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 project/location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injuryand 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 Chamber Public Relations Contract 2005-06 Final Doc&S103 Page 10 kTTACHMENT 2 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 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. Theendorsements 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 2005-06 Final Doc 8&03 Page 11 ^ ID /� ATTACHMENT 3 AGREEMENT TO PROVIDE VISITOR & ELECTRONIC INFORMATION SERVICES. 'a m ? THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this the day of 2005, 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, 2005 until June 30, 2006. The term of this Agreement may be extended for an additional year; upon the mutual written agreement of both parties. 2. INCORPORATION BY REFERENCE. Exhibit A. & REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer (CAO) 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 pay to Contractor 12 monthly installment payments, in the amount of Seven Thousand One Hundred Ninety Two Dollars ($7,192) each, on or before the twentieth (2e) day of each month, for a total, payment of Eighty Six Thousand Three Hundred Dollars ($86,300)for 2005-06: 5. CONTRACTOR'S OBLIGATIONS. Chamber Visitors Center Agreement ' 8/03/2005 1 D Page 1 ATTACHMENT 3 1 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's Tourism Marketing Plan. 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 Barnett, Cox and Associates to provide advertising services. Contractor acknowledges the potential for duplication of efforts and costs as a result of these agreements w1h the City. To coordinate efforts, Contractor agrees to participate in monthly meetings of the Promotional Coordinating Committee's (PCC) 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 Agreement 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 Funds. Contractor shall allocate a total of Twelve Thousand Dollars ($12,000) of the City's annual compensation for the maintenance and improvement to the visitslo.com website. The nature and extent of any improvements or changes to the site shall be mutually agreeable to both parties and are more particularly described in Exhibit A. 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 Agreement, 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 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 C10-2 ATTACHMENT 3 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 Statessnail, 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 Audrey Hooper, City Clerk Dave Romero, Mayor APPROVED AS TO FORM: CONTRACTOR By: J n Lowell, City Attorney Dave Garth, President/CEO San Luis Obispo Chamber of Commerce ATTACIfAIENT 3 EXHIBIT A SCOPE OF WORK FOR VISITOR & ELECTRONIC. INFORMATION SERVICES e 34 7 ,.,°0 1. Assist in implementing the City's Tourism Marketing Plan Goals and Objectives. 1.1. Maintain and develop strategic alliances with targeted community groups, including supporting partnership opportunities with the San Luis Obispo Vintners, Cal Poly, the Downtown Association and the Arts Community, through special evenis and marketing opportunities. 2. Use the City's, Community Promotion's Brand, San Luis Obispo Experience the SLO Life!in visitor and electronic information materials. 3. Maintain a public office in a central location in Downtown San Luis Obispo for visitors information (the "Visitors Center") that has regular hours that suits the needs of visitors. 3.1. The Visitors Center is presently located at 1039 Chorro Street, very near to t_he historic Mission.San Luis Obispo de Tolosa. The City acknowledges that the present location of the Visitors Center may have to change to another suitable downtown location during the term of this Agreement because of the anticipated redevelopment of the property. The Chamber agrees to provide 30 days written notice to the City of any relocation of the Visitors Center. 4. Provide visitor information that suits the needs of visitors to San Luis Obispo. 4.1. Provide high level of personal customer service to visitors with an adequate number of trained employees to handle the seasonal flow of visitors_ to the Visitors Center. 4.2-. Respond to high volumes of information requests including telephone calls and emails. 4.3. Serve as a contact for information requests from potential visitors as well as a referral agency to local lodging and other resources. 4.4. Maintain electronically an annual events calendar. 4.5. In the Visitors Center dispense City maps, hotel/motel directories, visitors guides, brochures, pamphlets, and general statistics about the community. 5. Maintain and improve the visitslo.com website through the following initiatives: 5.1. Make a total of 12 major enhancements to the site (one per month) as mutually agreed by the parties, including: 5.1.1. Reorganize the website to make navigation as easy as possible. 5:1.2. Undertake an artistic facelift of major pages to be more visually oriented. 5.1.3. Develop a media room 5.1.4. Develop a list of 'what to do" in San Luis Obispo when traveling with children and pets. -z ATTACHMENT 3 5.1.5. Further develop historical information with a particular focus on the Mission. 5.1:6. Further develop electronic versions of maps and brochures that are useful to visitors. 52. Post the electronic newsletter ,produced by Barnett, Cox & Associates on the visitsio.c_om website. 5.3. Monitor search engine response to key words related to visiting San Luis Obispo. 6. Provide written reports on activities monthly (by noon on the first Wednesday of the month) to the City's Economic Development Manager to be included in the PCC's meeting packets. At a minimum, the reports shall include: 6.1. Summary of monthly website information. 6.2. Number of visitors to the center for the month. 6.3. Number of advertising fulfillment packets mailed and number of respondents to various promotional activities. 6.4. Summary of monthly telephone and email information requests. 6.5. Type and quantity of any special materials distributed to groups. 6.6. Description of partnership events or promotional opportunities undertaken and outcomes. ego- 23 ATTACHMENT 3 Exhibit B GENERAL TERMS AND CONDITIONS 1. Business Tag. 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 LID ATTACHMENT 3 labor due to federal goverment 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. 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. 18. 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 CI D' ATTACHMENT 3 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 suchpayment 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. 19. 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. 20. 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. 21. 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. 22. 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 itsfindings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. C,lo 'Z6 ATTACHAWEIV r , Exhibit C INSURANCE S VInsufance. 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. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance asrequired by the State of California and Employer's 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 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 performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hued 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 Chamber Visitors Center Agreement 8/03/2005 Page 1b C' ATTACHMENT,3 -Exhibit 9: Insurance and volunteers.. Any insurance or self4risurarice maintained by the City, its of I ficers, officials,employees,agents or Volunt&rs 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 I 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 b-den 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. Verifteption 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. A ATTACHMENT 4 AGREEMENT TO PROVIDE REGIONAL MARKETING SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this the day.of2005, 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 City's 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, 2005 until June 30, 2006. The term of this Agreement may be extended for an additional year, upon the mutual written agreement of both parties. 2. INCORPORATION BY REFERENCE. Exhibit A. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer or his 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. \1\ VCB Regional Marketing Contract 2005-06 C Paget C''O (� ATTACHMENT 4 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Agreement, and upon receipt of Contractor's monthly contractor report, City agrees to pay to Contractor 12 monthly installment payments, in the amount of Six Thousand and Eight Dollars ($6,008.00), for a total of Seventy Two Thousand One Hundred Dollars ($72,100.00)for 2005-06.. 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. 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 public relations and visitors and electronic information services as well as with Barnett, Cox and Associates for advertising services. Contractor acknowledges the potential for duplication of efforts as a result of these agreements with the City. To coordinate efforts, Contractor agrees to attend the monthly meetings of the Promotional Coordinating Committee's Marketing Subcommittee and provide a 60-day action plan at that meeting. In performing its services under this agreement, Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication efforts in association with the visitors and electronic information, public relations and advertising services agreements. 5.4 Promotion of City Properties. City acknowledges that Contractor is a membership based organization. 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 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. 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 Q 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". VCB Regional Marketing Contract 2005.06 a•2 ATTACHMENT 4 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 811 EI Capitan Way#200 San Luis Obispo, CA 93401 Attn: Jonni Biaggini 12. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each parry 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 Audrey Hooper, City Clerk Dave Romero, Mayor VCB Regional Marketing Contract 2005-06 ' I p.3 CAD ATTACHMENT 4 � APPROVED AS TO FORM: CONTRACTOR By: - - J Lowell, City Attorney Jonni Biaggini, Executive Director San Luis Obispo County VCB VCB Regional Marketing Contract 2006.06 p.4^ �,/ ATTACHMENT 4 EXHIBIT A SCOPE OF WORK FOR REGIONAL MARKETING SERVICES s 1. Assist in implementing the City's Tourism Marketing Plan Goals and Objectives. 1.1. Continue to partner with the San Luis Obispo Vintners, Cal Poly, Downtown Association and the Arts Community on special events and marketing opportunities. 2. When promoting_ the City of San Luis Obispo utilize the Community Promotions' Brand, San Luis Obispo-Experience the SLO Life! 3. Provide visitor information that suits the needs of conference attendees and potential visitors. 4. Maintain electronic information services through a visitor oriented website and other electronic media. 4.1. Respond to high volumes of information requests including telephone calls and emails. 4.2. Serve as contact for potential visitors as well as a referral agency to local resources. 4.3. Continue to add City of San Luis Obispo special events to VCB website. 4.4. Distribute various electronic newsletters of which at least four feature City of San Luis Obispo events, activities, amenities: 'What's New" and press releases to members of the media contacts database. 5. Develop group business and conferences. 5.1.. Focus efforts to increase conference, retreat, government, and travel industry business through targeted sales efforts emphasizing mid-week and off-season business. 5.2. Represent the City and region by attending major travel and sales shows that directly impact the target market. 5.3.. Work with individual prospects to coordinate conferences. 5.4. Encourage the use of the Performing Arts Center, Damon Garcia Sports Fields, and other major facilities in the City of San Luis Obispo for use for major events. 6. Create and implement a coordinated marketing campaign for the San Luis Obispo County Region. 6.1. Coordinate efforts with the City's Advertising and Public Relations Contractors to pursue mutually beneficial opportunities and to avoid overlapping marketing efforts. 6.2. Market the region as a destination. VCB Regional Marketing Contract 2005.06 pSCID /�� ATTACHMENT 4 6.3. Develop appropriate materials to accomplish marketing campaign including website, weblinks, monthly contests, e-newsletter, magazine advertisements_, etc. 6.4. Distribute a minimum of four topical press releases that include the following: Jeep King of the Mountain World Championship Races; San Luis Obispo County Wine Trail features; events, and activities; Golf the San Luis Obispo County Golf Trail;and Hiking and Biking in and Around San Luis Obispo. 6.5. Arrange at lease one familiarization tour annually hosted in the City of San Luis Obispo in 2006, host and coordinate various journalists' visits including the coordination and hosting of the Outdoor Travel Writers Conference in June 2006. 6.6. Produce electronic and print visitors guides. 6.7. Attend various media oriented trade shows in California or locally. Attend one consumer trade show and several leisure/group meeting trade shows representing the City as appropriate. 7. Serve as the film commission for the County of San Luis Obispo. Serve as the liaison for filming activities in the region and in the City, Assist in the coordination of film activities in the City as well as with compliance with City ordinances pertaining to filming. 8. Provide written reports on activities monthly (by noon on the first Wednesday of the Month) to the City of San Luis Obispo's Economic Development Manager to be included in the Promotional Coordinating Committee' monthly meeting packets. At a Min imum the reports shall include: 8.1. Summary of monthly VCB Website information 8.2. Summary of public relations efforts with travel writers, editors, radio journalists and television producers including press releases, contacts and media placements. Discussion of any travel writer trips hosted or planned. 8.3. Summary of advertising placements. 8.4. When possible a discussion of City specific public relations and advertising efforts. 8.5. Media placement reports tracked through a clipping service. 9. Attend the regular and special meetings of the Promotional Coordinating Committee and its Marketing Subcommittee. VCB Regional Marketing Contract 2005.06 °.BCIo ATTACHMENT a Exhibit B 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, A 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 goverment restrictions arising out of defense or war programs,then the time VCB Regional Marketing Contract 2005-06 E p.7CtD ATTACHAIE NT 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. Contract Assignment. Contractor shallnot 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. 18. 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 VCB Regional.Marketing Contract 2005-06 p.6 CID, ATTACHMENT 4 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. 19. 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. 20. 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. 21. 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. 22. 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. VCB Regional Marketing Contract 2005.06 P. Clo ✓{ 1 ATTACHMENT 4 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. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's 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: 40 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. • Employers 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. VCB Regional Marketing Contract 2005-06 P. /1 �2 10 C lJ ✓ ATTACHMENT 4 • 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. t 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. • Contractors insurance shaIl 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 ANIL 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. VCB Regional Marketing contract 2005-06 nn .� p.11 / 1 D �/ ATTACHMENT FIRST AMENDED AND RESTATED AGREEMENT'TO PROVIDE. ADVERTISING SERVICES THIS FIRST AMENDED AND RESTATED AGREEMENT (Amended Agreement) is made and entered into in the City of San Luis Obispo on this day of 2005, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and; the BARNETT, COX & ASSOCIATES, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, City desires to continue retain the services of the professional advertising firm of Barnett, Cox & Associates to carry out a portion of the City's Tourism Marketing Plan as recommended by the City's Promotional Coordinating Committee (PCC); and WHEREAS, City desires to continue to engage Contractor to provide these services by reason of its qualifications and experience in performing such services, and Contractor has offered to provide the requested services on the terms and in the manner set forth herein; and WHEREAS, the City and Contractor had previously entered into an Agreement on September 2, 2003 (the 2003 Agreement) for advertising services and as recommended . , by the PCC the City wishes to continue to contract with the Contractor for these services and make revisions to the 2003 Agreement to reflect. the current direction of the Community Promotions Program. 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 Amended Agreement shall be from July 1, 2005 until June 30, 2006. The term of this Amended Agreement may be extended for an additional one year by mutual written agreement by both parties. 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 Amended Agreement. 3.2 Contractor. Contractor shall assign a single Project Manager to have overall responsibility for the progress and execution of this Amended Agreement for the Contractor. Maggie Cox, 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. BCBA Advertising Services Contract 2005.06 page i N C) ATTACHMENT v 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Amended Agreement, City agrees to cooperate with Contractor and Contractor shall receive annual compensation in an amount not to exceed One Hundred Seventy Four Thousand Dollars ($174,000.00). A monthly retainer payment in the amount of Four Thousand Three Hundred Dollars ($4,300.00) and payment for associated contract costs and services shall be made upon receipt of invoices with attached copies of hours worked, work order forms, and detail invoices. 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 Amended 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. 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 the San Luis Obispo Chamber of Commerce to provide public relations and visitors 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 Amended 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. 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 Amended 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.. BCBA ACverdsing Contract 200506 jJ I vaoe 2 ATTACHMENT 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 Amended 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 Amended 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 Barnett, Cox&Associates 748 Pismo Street San Luis Obispo, CA 93401 Attn: Maggie Cox 12. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this Amended Agreement on behalf of each parry 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: Audrey Hooper; City Clerk Dave Romero, Mayor APPROVED AS TO FORM: CONTRACTOR By: - J Lowell, City Attorney Maggie Cox, President SC&A A&erOeing ConVad 2005-M Pape 3 a (✓ ATTACHMENT EXHIBIT A SCOPE OF WORK FOR ADVERTISING SERVICES -E_- 7 7_771:77 1. Assist in implementing the City's tourism Marketing Plan Goals and Objectives. 1.1. Continue to maintain and improve upon strategic alliances including supporting partnership opportunities with the San Luis Obispo Vintners, Cal Poly, the Downtown Association and the Arts Community through special events and marketing opportunities. 2. Use the City of San Luis Obispo's Community Promotion's Brand, San Luis Obispo —Experience the SLO Life!in all materials and promote its use by the media. 3. Plan, prepare and implement annual advertising campaign. Provide account services such as but not, limited to: 3.1.Development of ad concept. 3.2.Design and production of advertising materials. 3.3.Media buys and placement. 3.4.Continue to place ads in magazines, for instance Sunset and Skywest, as well as With their electronically basedvalue-added features. 3.5.Continue to advertise in the State of California Visitors Guide with hotel/cooperative,partners. 3..6.Explore cooperative advertising opportunities, in particular those with the San Luis Obispo County Visitors and Conference Bureau, San Luis Obispo Vintners, Cal Poly, the Downtown Association, and the Arts Community and adult oriented athletic events (for -instance the City to Sea Marathon, Lighthouse Century, and San Luis Triathlon). 3.7.Continue to provide advertising budget management Pay placed advertising invoices and account for All such activity conducted on the City's behalf in monthly billing materials, 3.8.Provide additional advertising and consumer relations services as needed. 3.9. Continue to work with the Marketing Subcommittee to generate new ideas and approaches to advertising: ng: 4. Consumer Relations. 4.1. Provide "direct marketing" services to consumers through various advertising ,and promotions efforts. 4.2. Develop targeted themes to attract consumers to -the region. Coordinate themes with the Public Relations Contractor and the Promotional Coordinating Committee (PCO) Marketing Subcommittee. 4.3. Use the "Great Outdoors" as a creative focus-for ads and utilize in, a consumer outreach program. Pursue other targeted niche creative focus as identified by the Contractor and the PCC Marketing Subcommittee. Evaluate creative focus for success and adjust accordingly. BC&A Adver0sing Contract 200506 Pigs 4 ATTRHMENT 4.4. Use local events, e.g. the Jeep Mountain Bike Race, local hiking trails, and other events and amenities identified by Contractor and PCC Marketing Subcommittee in consumer oriented email, electronic newsletters, and other web-based promotional opportunities: 4.5. Pursue specialty mailing lists to target niche interests identified by. the Contractor and PCC Marketing Subcommittee. 4.6. Conduct focused electronic promotions to wine and food oriented consumers, e.g. attendees of San Luis Obispo Vintners and Growers Events and other .similar potential visitors. 4.7. When possible, conducted focused promotions to Cal Poly Alumni to promote the City as a destination which suits all kinds of needs and interests from family vacation to romantic weekends to reunions with friends. 4,8. Direct mail to database, four times per year, postcards promoting specialized events. 4.9. Direct mail to electronic database, monthly, an electronic newsletter, promoting events and new visitor opportunities in the City.. Provide copies of the newsletter to all City lodging properties and encourage its use by visitors. Make a copy of the newsletter available to the Chamber of Commerce for placement.on visitslo.com. 4.10.Attend at least one, and if budget permits, two consumer oriented travel trade shows such as the LA Times or Sunset. 5. Provide advertising "fulfillment" services in response to requests for material as a result of advertising and direct marketing to consumers.. 5.1.This may be subcontracted to another parry such as a "fulfillment house" or the Chamber of Commerce Visitors Center and may include use of the Chamber of Commerce's Visitors Guide. 5.2.Continue to work with SLO Passport in trade for the development of a specialized publication for fulfillment. 5.3.Focus consumers to the website, visitslo.com, for fulfillment as well. as for the continued development of the electronic database. 6. Continue to provide outreach to the local lodging industry on behalf of the City through an annual Tourism Luncheon and the "Things to Do/City Map" tablets for use by their guests. 7. Monthly Reports. Monthly, by the first Wednesday, provide written reports on Advertising 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: 7.1.Summary of advertising placed during the reporting period. 7.2.Summary of direct consumer marketing placed during the reporting period. 7.3.Summary of results and responses to materials during reporting period. 7.4.Examples of materials distributed during the reporting_ period. 7.5.Summary of strategic alliances supported during the reporting period. SMA Advertising Contract 200506 Pegs 5 C►D '��( (ACHMENT EXHIBIT B GENERAL TERMS AND CONDITIONS -,:Za. 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) 1811-7134. 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 uis 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 that 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 Con-tractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, fumish, 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 instal-I 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 beha'If 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. B-C&A AdvertWng Contract 2005-06 Page 6 I C) "r-4ChMFNT 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 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 BUA Advenlslnp Conv=200508 Pap 7Cf(J AT ACJJliWEiVT -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. 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 perforin 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 Amended 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, SCBA Advardsinp Contract 200506 f► Paps 8 C J(D 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. BCBA Adverdsln0 Contract 2005.06 Pip 9 I EXHIBIT C INSURANCE ASF 7 .:ice}: . 4J- cjf:ni•,•moi q. t'«,1= '•.k+ �,:,, 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. 1/87) covering Automobile Liability, code 1 (any auto). • Workers' Compensation insurance as required by the State. of California and Employer's 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 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: Scan AaveNsing contract 20o5-06 Page 10 C I o 1 1 C 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 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 ANIL 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. SC&A AdveNsinp COMM 2005.06 Pape 11