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HomeMy WebLinkAbout06/06/2006, C7 - 2006-07 COMMUNITY PROMOTIONS CONTRACTS council 6-C- z� j aGEnaa Pepont CITY OF SAN LUIS OBISPO FROM: Shelly Stanwyck,Assistant City Administrative Officer SUBJECT: 2006-07 COMMUNITY PROMOTIONS CONTRACTS CAO RECOMMENDATION Approve the Promotional Coordinating Committee's (PCC)recommendations to: (1) Provide funding in the amount of $42,200 in 2006-07 for public relations services and authorize the Mayor to execute a one-year amended and restated agreement with the San Luis Obispo Chamber of Commerce (Chamber) for said services.. (2) Provide funding in the amount of$86,300 for 2006-07 for visitor and electronic information services and authorize the Mayor to execute a one-year amended and restated agreement with the San Luis Obispo Chamber of Commerce (Chamber)for said services. (3) Provide funding in the amount of$72,100 for 2006-07 for regional marketing services and authorize the Mayor to execute a one-year amended and restated 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 2006-07 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 2006-07. 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 visitslo.com website. 4. Develop and maintain strategic alliances. 5. Collect more data about the City's market position. 6. Establish accountability standards for the community promotions contractors. I � Council Agenda Report—2006-07 Community Promotion Contracts Page 2 Since the adoption of the Tourism Marketing Plan, several of its main objectives have been accomplished from the development and implementation of a "brand", increased accountability by the contractors, and a redesigned website (summer 2006). 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 again proposed to accomplish this diversified approach for 2006-07 in the following areas: public relations, visitor services, regional marketing and advertising. Because of minor revisions to the original agreements the PCC recommends amending and restating each of the Community Promotions Agreements so that all parties have a clear understanding of the scope of services to be provided in 2006-07. Development of Agreements The Community Promotions Agreements for 2005-06 were for a one year term so that the success of each of the contractors and the terms of performance in each agreement could be evaluated "sooner rather than later." Both the members of the PCC and the contractors are quite satisfied with the results (11% increase in Transient Occupancy Tax this year to date), as well as the clarity and direction provided by the workscopes in each agreement. Upon review and discussion, the Marketing Subcommittee agreed that the terms adopted in the approved 2005-06 Community Promotions Agreements 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 2006-07 Budget and the adoption of the four proposed agreements. The PCC unanimously agreed with those recommendations at its May 10, 2006 meeting (see Attachment 1) and is recommending Council approval of the allocations and agreements. Specific Funding Allocation and Agreement Recommendations In each of the proposed Community Promotions Agreements, the contractors continue to 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 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. Council Agenda Report—2006-07 Community Promotion Contracts Page 3 The Four Agreements: Summary and Scope of Services 1. Public Relations The Public Relations Agreement is proposed to continue with the San Luis Obispo Chamber of Commerce (Chamber) in the amount of$42,200 for 2006-07 (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. 2. Visitor and Electronic Information Services The Visitor and Electronic Information Services Agreement is also proposed to continue with the Chamber in the amount of$86,300 for 2006-07 (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 to provide, and its Visitors' Center is equipped to carry out, such activities on behalf of the City in an efficient and economical manner. 3. Regional Marketing Services The Regional Marketing Services Agreement is proposed to continue with the Visitors and Conference Bureau (VCB) in the amount of$72,100 for 2006-07 (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's consideration and possible implementation of a Business Improvement District during the term of this amended agreement is currently under evaluation by the PCC and a recommendation will come to Council sometime this summer. 4. Advertising The Second 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 2006-07 (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. This Amendment would extend the agreement for its second year. 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 cel ^3 Council Agenda Report—2006-07 Community Promotion Contracts Page 4 advertising, direct marketing to consumers through print and electronic means, the provision of 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 2006-07 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 $42,200, 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 are the result of carefully negotiated exchanges. ATTACHMENTS 1. Minutes of May 10, 2006 Promotional Coordinating Committee Meeting 2. Amended and Restated Agreement for Public Relations Services 3. Amended and Restated Agreement for Visitor and Electronic Information Activities 4. Amended and Restated Agreement for Regional Marketing Services 5. Second Amended and Restated Agreement for Advertising Services Available in Council Reading File: Tourism Marketing Plan Electronic File Path:AdminVmjectsTCOCwncil Agenda RepartAConttacts 2006-07 1 i Promotional Coordinating Committee Minutes Wednesday, May 109 2.006 5:30 p.m. City Hall Council Hearing Room ATTACHMENT i 990 Palm Street CALL TO ORDER: Chair, Diane Hunt Roberts 5:30 p.m. PRESENT: Justice, Hunt Roberts, Griffin, Nicklas (5:32), Norton, Kinney, Mclvor (5:35) STAFF PRESENT: Shelly Stanwyck, Assistant City Administrative Officer PUBLC COMMENT No public mment. CONSENT AGEN ACTION: Moved b iffin/Norton to approve the minutes from April 12, 2006 and accept the re finder of the Consent Agenda as presented. Motion carried 6:0. COMMITTEE & BUDGET ITEMS 1. BID Discussion Jess Norris, the owner of the Sands Suites a d Motel made a PowerPoint presentation in opposition to the proposed BID. His reasons i lude: higher costs mean less demand, new properties have an unfair advantage in that they o not have to pay the tax for one year, and that the BID will benefit the wineries and restauran although they are not being taxed. Mr. Norris is opposed to any increase, but if one were to approved, he believes that the money should be allocated to the PCC and Chamber of Commerce. Isaac Mueller, co-owner of the Days Inn, Super 8 and Donnington Place also spoke in opposition to the BID. He does not feel that the VCB currently\does enough promotion of the City in comparison to other areas in the County and that the voting structure should not be weighted with larger hotels having more voting power than smallerestablishments. Elaine Simer, owner of Hostel Obispo also spoke in opposition to the�i�. Ms. Simer runsthe hostel with such a small profit margin that any increase would be detrimental to her business. She cannot pass the cost through to her customers because they are extremely budget conscious and stay in hostels for their low rates. �. 0- PCC PCC Meeting Minutes May 10,2006 Page 1 ARKETING OBJECTIVES 1. Contract Renewals ACTION: Moved by Nicklas/Justice to approve the Marketing Subcommittee's recommended action to renew and restate all four of the Community Promotions contracts as currently written for a term of one year. Motion carried 7:0. Staff reported that this recommendation will go to Council for consideration in June. SUBCO EPOR 1. GRANTS IN AID The Subcommittee presented their recommendations for the 2006-2007 grant cycle. The Downtown Association was recommended to receive $0 in the draft proposal, however upon further research by Subcommittee members it was recommended that-they be awarded a grant of $2,500 for Fiesta de SLO marketing materials. ACTION: Moved by Justice/Kinney to accept the preliminary GIA recommendations for the 2006-2007 grant year and hold a special meeting on.May 24th to present these recommendation to grant.recipients for comment. Motion carried 7:0. BUSINESS ITEMS 1. ADVERTISING Magpie Cox reported she is working on the OWAC Conference and creating the "SLO Life" experience for the participants. She is also creating an ad for the Jeep mountain bike event in to run in early July and is getting ready for the Sunset Trade Show. 2. PUBLIC RELATIONS Lindsey attended a discussion on how to increase awareness and participation for the Jeep of the Mountain event. This included working with the local media to tie into PR efforts, a possible tie in with San Luis Motor Sports, working with the bike Coalition and local bike clubs and contacting bike magazines. Shay Stewart gave a presentation to the Tourism Council on the First International Chardonnay Festival, February 9-11, 2007. The festival will be marketed to younger adults and emphasize susta..inability and education. They hope to attract 100 different wineries and celebrities to judge wines. C1 - LP PCC Meeting Minutes May 10,2006 Page 2 AIM- FIRST AMENDED AND RESTATED AGREEMENT10 PROVIDE PUBLIC RELATIONS SERVICES THIS FIRST AMENDED AND RESTATED AGREEMENT is made_ and entered into in the City of San Luis Obispo on this day of , 2006 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; WHEREAS, the City and Contractor had previously entered into an Agreement on August 18, 2005 for public relations services and as recommended by the PCC, the City wishes to continue to contract with the Contractor for these services and make minor revisions to the 2005 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 Agreement shall be from July 1, 2006 until June 30, 2007. 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. 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. C -7 ^ rI Chamber Public Ralatlam Conbaet 2006-07 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Agreement, and upon receipt of monthly invoices with attached copies of work order forms, bills, and detailed billable hours (reflecting the time spent, the employee, and the activity undertaken), the City agrees to pay to contractor 12 monthly payments of a retainer in the amount of Three Thousand Three Hundred Eight Dollars ($3,308) per month plus up to, and no more than, Two Thousand Five Hundred 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 2006-07. 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 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'. Chamber Public Relations Contract 2006-07 Page 2 i 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 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 Chamber Public Relations Contract 2006-07 Page 3 APPROVED AS TO FORM: CONTRACTOR By: Jonat ell, City Attorney Dave Garth, President/CEO San Luis Obispo Chamber of Commerce Chamber Public Relations Contract 2006-07 Page 4 � l EXHIBIT A SCOPE OF WORK FOR PUBLIC RELATIONS SERVICES 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, the Arts Community, and Parks and Recreation 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. 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 Jeep Mountain Bike Race, 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. Aggressively 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. Respond timely 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. Meet the following Media Relations Goals: 4.5.1. 30 domestic press visits. 4.5.2. 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. Gl - [ ( Chamber Public Relations Contract 2006-07 Page 5 4.5.3. 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. 4.5.4. 24 general media coverage in target markets (e.g. mention in Calendar of Events, planning materials, etc.). 4.5.5. 12 articles or informational updates in electronic media including travel sites, electronic publications, etc. 4.5.6. 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 Total coverage generated for 2006-07 should reach a combined circulation of print media of 20 million and a total advertising equivalent of One Million Dollars ($1,000,000) and broadcast coverage of a combined audience of two 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 2006-07 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. 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. cl -1a Chamber Public Relations Contract 2006-07 Page 6 7. Provide written reports on Public Relations activities monthly (by noon on the first Wednesday of the month) to the City of San Luis Obispo's Administration Department to be included in the PCC's meeting packets. At a minimum the reports shall include: 7.1. Summary of media contacts during 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 publication 7.4. Summary of materials distributed during the reporting period. 7.5. Summary of strategic alliances supported during the reporting period. C -1 r 3 Chamber Public Relations Contract 2006-07 Page 7 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, 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 C-1 Chamber Public Relations Contract 2006-07 Page 8 of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub-contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same;provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. Year 2000 Compliance. The Contractor warrants that the goods or services provided to the City, including those provided through subcontractors, are "Year 2000 compliant." For the purpose of this contract, "Year 2000 compliant" means that goods or services provided to the City will continue to fully function, fault-free, before, at and after the Year 2000, without interruption or human intervention; and if applicable, any data outside of the date range 1990- 1999, including leap years, will be correctly processed in any level of computer hardware or software, including, but not limited to, microcode, firmware, application programs, files and data bases. This warranty supersedes all warranty disclaimers or limitations, and all limitations on liability,otherwise provided by the Contractor. Upon request by the City, the Contractor will provide the City with a description of its Year 2000 compliance strategy, or statement of why this is not relevant to contract performance. 18. Contract Assignment. Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City.. C -1 Chamber Public Relations Contract 2006-07 Page 9 19. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract. In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 22. Copies of Reports and Information. If the City requests additional copies of reports,drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractors direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks.. 1 CQ Chamber Public Relations Contract 2006.07 Page 10 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: • 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. • 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 C� - )I ] Chamber Public Relations Contract 2006.07 Page 11 i i 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 A:VII. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Chamber Public Relations Contract 2006-07 Page 12 ' ATTACHMENT 3 FIRST AMENDED AND RESTATED AGREEMENT TO PROVIDE VISITOR & ELECTRONIC INFORMATION SERVICES THIS FIRST AMENDED AND RESTATED AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , 2006, by and between the CITY OF SAN LUIS OBIS.PO, 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; WHEREAS, the City and Contractor had previously entered into an Agreement on August 18, 2005 for visitor center services and website marketing and as recommended by the PCC, the City wishes to continue to contract with the Contractor for these services and make minor revisions to the 2005 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 Agreement shall be from July 1, 2006 until June 30, 2007. 2. INCORPORATION BY REFERENCE. Exhibit A. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Administrative Officer or the designated representative shall be the Project Manager representing the City for all purposes under this agreement. 3.2 Contractor. Contractor shall assign a single Project.Manager to have overall responsibility for the progress and execution of this agreement for the Contractor.. Dave Garth, President/CEO of Contractor is hereby designated as the Project Manager. Should circumstances or conditions subsequent to the execution of this document require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written approval by the City Project Manager. 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Agreement, and upon receipt of Contractor's monthly contractor report, City agrees to pay to Contractor 12 monthly installment payments, in the amount of Seven Thousand C 1 -- One Hundred Ninety Two Dollars ($7,192), for a total of Eighty Six Thousand Three Hundred Dollars ($86,300) for 2006-07. 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 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 with the City. To coordinate efforts, Contractor agrees to participate in monthly meetings of the Promotional Coordinating Committee's Marketing Subcommittee and provide a 60-day action plan at the meeting. In performing its services under this agreement, the Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the Promotional Services, VCB, and advertising services agreements. 5.4 Promotion of City Properties. Contractor agrees during its promotion of City and fulfillment of the terms of this contract that it shall promote all City of San Luis Obispo lodging properties, whether or not they are member of the San Luis Obispo Chamber of Commerce. Contractor acknowledges that this promotional effort could require the production of separate materials to include non-member lodging properties on an information list and a link on the visitslo.com website to a list of non-member properties. 5.5. Allocation of 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 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". C � < .9-0 1 1 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 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 parry. 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: Jo at Lowell, City Attorney Dave Garth, President/CEO San Luis Obispo Chamber of Commerce aa- EXHIBIT A SCOPE OF WORK FOR VISITOR & ELECTRONIC INFORMATION SERVICES 1. Assist in implementing the City's Tourism Marketing Plan Goals and Objectives. 1.1. Continue to maintain and improve upon strategic alliances including the support 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 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 the 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 contract 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 contract 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 the updated visitslo.com website by providing: 5.1. A media room 5.2. A list of "what to do" in San Luis Obispo when traveling with children and pets. 5.3. Historical information with a particular focus on the Mission. 5.4. Electronic versions of maps and brochures that are useful to visitors. 5.5. Post the monthly electronic newsletter produced by Barnett Cox and Associates. 5.6. Monitor search engine response to key words related to visiting San Luis Obispo. c� �a3 i1 \ 6. Provide written reports on. activities monthly (by noon on the first Wednesday of the month) to the City of San Luis Obispo's Administration Department to be included in the Promotional Coordinating Committee' 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. 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, 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 C �7 - labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option,be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor(Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub-contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. 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 C-� - 45 " 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. 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. C-i " d 1 Exhibit C INSURANCE Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees, or sub- contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 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: • 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 Exhibit C: Insurance 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 ANN. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. C'1 �i ATTACI� T FIRST AMENDED AND RESTATED AGREEMENT TO PROVIDE REG MARKETING SERVICES THIS FIRST AMENDED AND RESTATED AGREEMENT is made and entered into in the City of San Luis Obispo on this the day of , 2006 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; WHEREAS, the City and Contractor had previously entered into an Agreement on August 18, 2005 for regional promotion, marketing services and as recommenced by the PCC, the City wishes to continue to contract with the Contractor for these services and make minor revisions to the 2005 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 Agreement shall be from July 1, 2006 until June 30, 2007. 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. VCB Regional Marketing Contract 2006-07 Page 1 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 2006-07. 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 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'. C� 1 31 VCB Regional Marketing Contract 2006-07 P.2 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 C 3 a- VCB Regional Marketing Contract 2006-07 p.3 APPROVED AS TO FORM: CONTRACTOR By: Jo at Lowell, City Attorney Jonni Biaggini, Executive Director San Luis Obispo County VCB C'1 3 3 VCB Regional Marketing Contract 2006-07 p.4 EXHIBIT A SCOPE OF WORK FOR REGIONAL MARKETING SERVICES 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. C� � �'-� VCB Regional Marketing Contract 2006.07 P.5 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 followings 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. Host and coordinate various journalists' visits. 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 Administration Department to be included in the Promotional Coordinating Committee's monthly meeting packets. At a minimum 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. C � ^ �� VCB Regional Marketing Contract 2006-07 P.6 - 1 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, 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 Contractors 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 Cl VCB Regional Marketing Contract 2006-07 p.7 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 breach. "Reasonable value" includes fees or charges for goods or services as of the ��last VCB Regional Contra P.8 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. C1 - 3g VCB Regional Marketing Contract 2006-07 P.9 1 � � Exhibit C INSURANCE Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees, or sub- contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employers Liability Insurance.. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this 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. t2 tA VCB Regional Marketing Contract 2006-07 P.10 • For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials,employees, agents or volunteers. • Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail,return receipt requested, has been given to the City. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANLL f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. VCB Regional Marketing Contract 2006-07 P.11 - ATTACHMENTF SECOND AMENDED AND RESTATED AGREEMENT TO PROVIDE ADVERTISING SERVICES THIS SECOND AMENDED AND RESTATED AGREEMENT (Amended Agreement) is made and entered into in the City of San Luis Obispo on this day of , 2006, 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 to 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 affirmed this Agreement on the First Amended and Restated Agreement entered into on August 18, 2005; and WHEREAS, recommended by the Promotional Coordinating Committee the City wishes to continue to contract with the Contractor for these services and make minor revisions to the current 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, 2006 until June 30, 2007. 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 t BCBA Advenising Services Contract 2006.07 Pape 1 1 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 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 Cil -4a BCBA Advertising Contract 2006.07 Page 2 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 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 party is a person duly authorized and empowered to execute Agreements for such parry. 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 C'1 T3 BC&A Advertising contract 2006-07 Page 3 APPROVED AS TO FORM: CONTRACTOR By: Jo*hAeLowell, City Attorney Maggie Cox, President 44 BCBA Advertising Contract 2006.07 Pape 4 ' 1 EXHIBIT A SCOPE OF WORK FOR ADVERTISING SERVICES 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 based value-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. 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 (PCC) 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. BCBA Adver isinp Contract 2006-07 Pepe 5 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 party 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. Monthly Reports. Monthly, by the first Wednesday, provide written reports on Advertising activities to the City's Administration Department to be included in the Promotional Coordinating Committee's meeting packets. At a minimum the reports shall include: 6.1.Summary of advertising placed during the reporting period. 6.2.Summary of direct consumer marketing placed during the reporting period. 6.3.Summary of results and responses to materials during reporting period. 6.4.Examples of materials distributed during the reporting period. 6.5.Summary of strategic alliances supported during the reporting period. C� BCBA Aovenlslnp Comrac,2006-07 Pape 6 i I i 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, 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 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 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. c� -41 BC&A Advertising Contract 2006.07 Page 7 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 M �g BMA Advenlsing Contract 2006-07 Page 8 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 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 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, C1 - LN BCBA Advertising Contract 200607 Page 9 I � 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 Advertising Contract 2006-07 Pepe 10 j 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). 0 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: 0 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. Y Employer's Liability: $1,000,000 per accident for bodily injury or disease. o 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: G,� r_� I BCBA Advertising Contract 2005-05 Pa0e 11 J . • 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 parry, 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. BCSA Advertising Contract 2005-06 Page 12 Richard Schmidt V 5444247 M8/27/56 010:54 PM 211/1 RICHARD SCHMIDT 112 Broad Street, San Luis Obispo, CA 93405 (805) 544-4247 June 5, 2006 RECEIVED Re: Promotional/Advertising Contract -- June 6 Council Agenda ,JUN 0 5 2006 City Council RED FILE SLO CITY CLERK City of San Luis Obispo MEETINGAGENDA DATE (n & TEM # C Dear Council Members: It's against the city's best interests to re-up the $170,000+ contract with Barnett Cox Associates. I urge you not to do this, and to put the work out to bid by others. I've long quesitoned why this work goes more or less automatically year after year to the same firm when, as a citizen, I'm non-plussed by their product for the city. I believe others could do it as well or better, and deserve a chance to do so. Also, isn't it absurd to assume a single firm can brilliantly handle everything from luring tourists to discouraging student revelry? The city's interests might be best served by breaking the contract into parts, and finding a firm expert at each part. This year, however, it is clearly not in the city's best interest to deal with BCA. They've caused this by taking on a major client whose interests are 1800 opposite the city's interests -- a client who is literally at war (politically, economically, socially, environmentally) with the city. A professional P.R. firm isledged to do ever hong it can to promote the interests of its clients How is that possible if the interests of two clients are opposite? While I do not understand why BCA thinks this is proper professional behavior, I do know that in other professions such conflicts of interest are prohibited and severely sanctioned. A lawyer, doing what BCA has done, would be disbarred. At the very least, for a P.R. firm, such behavior merits withdrawal of business. Because BCA has created this huge conflict of interest with the city, it is unfit to have the city's renewed business. It cannot simultaneously serve the city's best interests while promoting a client whose project will cost the city and its citizens millions upon millions of dollars and a century of heartache. BCA's disloyalty to the city clearly shows how little they deserve the city's faith, let alone a continuing business relationship. If the city were to renew this contract, how do you explain to the public that you've given new business to a contractor who tramples over the city's and its citizens' interests? What message would you send to voters about your own sense of ethics, fair play, common sense, and sensitivity to what is best for the city and its residents? Richard Schmidt rErCAO COUNCIL TCDD DIP �'i FIN DIR ACAO CrFIRE CHIEF TTORNEY PW DIR CLERK/ORIG [POLICE CHF DEPT- W REGUTIDIR � �UTIDIR �G� HR.LD�IPI, n � it RECEIVED JUN n 6 2006 _ RED FILE SLO CITY CLERK COUNCIL °c„ _ ME IPG AGENDA .ETzAn `RIN DIR JYdCP.O PfIRE CHIEF DAT" ITEM # FeKATTORNEY W DIR CJ-CLERK/ORIG OLICE CHF ❑ D T HEADS. REC DIR -�J� .�UJIL DIR San Luis Obispo City Council San Luis Obispo, CA 93403 Dear Council Members: June 5, 2006 Barnett, Co and Associates should not be selected to do the City's public relations work. Barnett, Cb�ther clients who may have perspectives that are not identical or even similar to the City of San Luis Obispo. A possible conflict-of-interest is not in the interest of our City. Sinter B Richard Kranzdorf 160 Graves San Luis Obispo, CA 93405 RECEIVED---' RED FILE W.TtNG AGENDAS Mila Vujovich-La Barre JUN 0 6 2006 DA REM 650 Skyline Drive SLO CITY CLERK San Luis Obispo, California 93405 June 6,2006 2MOJNC1L TCDD DIP AO Q-fIN DIP Mayor Dave Romero and San Luis Obispo City Council Members J2-ACA0 VIRE CHIEF ,R-ATTORNEY FJ-PW DIR City Hall LERK/ORIG B'POLICE CHF 990 Palm Street ❑ D T FADS Te'REC DIP JR- San Luis Obispo, California 93401 P"HP L DIP I� R DIP Dear Mayor Romero and City Council Members, It has come to my attention that the City of San Luis Obispo intends to renew their advertising and public relations contract with Barnett Cox and Associates. It is my formal request for you to put this contract out to bid and examine the skills of other professionals in the area. With over$170,000 at stake, this City contract would serve as a great opportunity for one of the other established firms or a new firm in town. It is also of concern to me that Barnett Cox and Associates represents the developers of the Dalidio Ranch project, formerly"The Marketplace". A majority of City voters voted against this type of development in April 2005. That being said I think that a different firm may be able to avoid any question of a conflict of interest. Certainly all of you want to move onto a positive path for our community and promote a sense of fairness. Putting this contract out to bid would be a step in the right direction. Thank you for your consideration. Respectfully, Mila ujovila Barre