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HomeMy WebLinkAbout06/17/2008, C8 - 2008-09 COMMUNITY PROMOTIONS CONTRACTS f council j c M°WgD�^acEnda 12EpoiA It.Nm�bn C V CITY OF SAN LUIS OBISPO FROM: Shelly Stanwyck,Assistant City Administrative Officer Brigitte Elke,Principal Administrative Analyst SUBJECT: 2008-09 COMMUNITY PROMOTIONS CONTRACTS CAO RECOMMENDATION As recommended by the Promotional Coordinating Committee (PCC), approve Community Promotion's contracts to:. (1) Provide funding in the amount of $44,800 in 2008-09 for public relations services and authorize the Mayor to execute a one-year agreement with the San Luis Obispo Chamber of Commerce(Chamber) for said services. (2) Provide funding in the amount of$91,500 in 2008-09 for visitor and electronic information services and authorize the Mayor to execute a one-year agreement with the San Luis Obispo Chamber of Commerce(Chamber) for said services. (3) Provide funding in the amount of$73,368 in 2008-09 for regional marketing services and authorize the Mayor to execute a one-year agreement with the San Luis Obispo County Visitors and Conference Bureau(SLOVCB) for said services. DISCUSSION Background The City's annual Community Promotion budget is $442,700 for fiscal year 2008-09. This money is recommended to be allocated in part to three contractors to promote the City as a visitor destination. In 2007, in light of the growing competition from neighboring communities as well as the bordering counties, rising gasoline prices, fluctuating hotel occupancy rates, and the importance of transient occupancy tax revenue on San Luis Obispo's fiscal health Council adopted a marketing plan and promotional strategy with the following main objectives: 1. Increase transient occupancy and sales tax. 2. Promote San Luis Obispo as a tourist destination for two-night stays or longer. 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—2008-09 Community Promotion Contracts Page 2 To accomplish its main objectives as defined in the current Marketing Plan, the City applies a strategy of diversified promotions effort with several local organizations and an advertising agency assisting in the implementation of the overall community promotions program as recommended by the PCC. The City's diversified approach to marketing has provided means to leveraging limited funds through unique visitor services, direct and regional marketing efforts, and access to specialists in the local tourism industry. Three contracts are proposed to be renewed to continue this diversified approach for 2008-09 in the following areas: public relations, visitor services, and regional marketing. The City's advertising contract with Verdin Marketing Ink is a two-year contract through June 30,2009. The City's community promotions program is overseen by the PCC and staffed by the Administration Department's Principal Administrative Analyst. 1. Development of Agreements The PCC's Marketing Subcommittee consists of Debbie Nicklas, Terry Conner, and Jeanne Kinney. The Subcommittee critically reviewed the current terms of the contracts. In collaboration with the individual contractors, the Subcommittee adjusted the workscope to make each contract more effective and meaningful to the expected fulfillment. This Subcommittee reviewed previous funding allocations, results from the contractors' efforts for 2007-08 and existing service agreements with the contractors. Upon review and discussion, the Subcommittee agreed that the allocations adopted in the approved 2007-09 budget for the fiscal year of 2008-09 were appropriate and forwarded draft agreements to the contractors for review and consideration. After all parties concurred as to the basic terms, the Subcommittee recommended to the PCC the adoption of the Community Promotion funding allocations as set forth in the approved 2008-09 budget and the adoption of the three proposed agreements. The PCC considered the agreements in its May meeting (Attachment 1 — PCC Minutes) and unanimously recommends approval of the proposed agreements. 2008-09 Community Promotions Specific Funding Allocation and Agreement Recommendations In each of the proposed community promotions agreements, the contractors agree to coordinate their efforts to avoid duplication and overlap. They also 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 and Grants-in-Aid recipients. Additionally, even though both are membership organizations, the Chamber of Commerce and the SLOVCB agree to promote all City lodging properties (whether or not they are a member of either organization)as defined in their respective agreements. Finally, each of the agreements addresses the Tourism Marketing Plan's objective of developing accountability standards for the contractors by requiring monthly reports with detailed information about the various activities undertaken on behalf of the City. These standards are addressed in the respective contracts under Exhibit A—Work Scope (Attachments 2—4). Council will note that all of the agreements continue to reflect a one-year term. The PCC Council Agenda Report—2008-09 Community Promotion Contracts Page 3 continues to feel strongly that in order to retain flexibility in the community promotions program and to respond to the changing conditions; a one-year term would be beneficial to the City. The PCC felt that a one-year term was even more imperative for 2008-09 given the discussion about a possible Tourism Business Improvement District that could alter the City's current approach to tourism promotion. The Three Agreements: Summary and Scope of Services 1. Public Relations—Chamber of Commerce The Public Relations Agreement is proposed to be with the San Luis Obispo Chamber of Commerce (Chamber) in the amount of$44,800 for 2008-09 (Attachment 2). The Chamber will provide City staff with a monthly accounting of"billable hours", time spent on the contract and activities undertaken, and will receive a monthly stipend of $3,625. The Public Relations Agreement also proposes a $1,300 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 media coverage about the City in various radio, print, television and electronic news and entertainment outlets and to organize press trips related to special events in the City. It will also increase its collaboration with Grants-in-Aid recipients for event promotions and City representation at individual events. More specific services to be performed by the Chamber while providing the City with public relations services include: the maintenance and development of relationships with travel writers and editors, writing and distributing 12 press releases a year about the City and four "What's New in San Luis Obispo"releases, and maintaining the existing"press room"on the visitslo.com website. The Chamber will also seek to achieve various.media goals such as coordinating 30 travel writer visits to San Luis Obispo, having eight magazine articles on the City appear in various publications and getting extensive newspaper and broadcast coverage in the target markets. The Chamber will track all media placements and coverage for the year and report on the achieved total value in advertising equivalent. 2. Visitor and Electronic Information Services—Chamber of Commerce The Visitor and Electronic Information Services Agreement is also proposed to be with the Chamber in the amount of$91,500 for 2008-09 (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. It will also coordinate efforts with Grants-in-Aid recipients to utilize the center for event promotion. The Chamber is qualified to provide, and its Visitors' Center is equipped to carry out, such activities on behalf of the City in an efficient and economical manner. In this separate agreement for visitor and electronic information services, the Chamber has agreed to provide specific services including: maintaining a public office in a central location for visitor information, providing a high level of customer service to visitors, providing information about the City, maintaining the visitslo.com website and making enhancements to the website as recommended by the PCC. � 0 � 3 � 1 Council Agenda Report—2008-09 Community Promotion Contracts Page 4 3. Regional Marketing Services-SLOVCB The Regional Marketing Services Agreement is proposed to be with the SLOVCB in the amount of$73,368 for 2008-09 (Attachment 4). The SLOVCB will promote the advantages of San Luis Obispo County as a destination for tourists seeking to visit the Central Coast. The City's tourist amenities become more attractive when they are marketed as the central location for all county- wide destinations. The SLOVCB is in a position to accomplish this aim in an efficient and economical manner for the City. The SLOVCB will continue with its successfully started niche marketing initiatives in 2008-09 which will include the very successful Restaurant Month during January, notably one of the slowest tourism related months. The SLOVCB will work closely with the PCC to include the City in those initiatives. Specific services to be provided by the SLOVCB for regional marketing include: the development and maintenance of information that suits the needs of visitors and conference attendees, developing group business and conferences, collaborating with the PCC to create and implement a marketing campaign, acting as a city-wide fihn commission, maintaining electronic information about the City, disseminating and promoting the City's brand image for community promotions. FISCAL IMPACT The total amount currently budgeted in the 2008-09 Financial Plan for Community Promotions is $442,700. The PCC recommends that the funds be allocated for Public Relations $44,800, Visitors and Information Services $91,500, Regional Marketing Services through the SLOVCB $73,368, and Advertising Services $197,000. Additional funding is provided for enhanced promotions $25,000, an advertising effectiveness study$10,000 and$1,000 for support expenses. On May 20, Council approved an advancement of$22,400 to the Advertising Services contractor to cover fulfillment cost for 2008-09 due in June 2008. The current contract allocation of$197,000 will therefore be reduced by this amount, leaving$174,600 for the upcoming fiscal year. ALTERNATIVE The Council could choose to fund the contractors at different levels or modify the scope of services. The PCC and staff do not recommend adjustments, as the proposed contracts are the result of careful negotiations between the parties. ATTACHMENTS 1. Draft PCC Minutes May 2008 2. Agreement to Provide Public Relations Services 3. Agreement to Provide Visitor and Electronic Information Activities 4. Agreement to Provide Regional Marketing Services Promotional Coordinating Committee Minutes ATTACHMENT 1 11 ]� ,�FT Wednes5. 0 pmy 14, 2008 �ll�li City Hall Council Hearing Room 990 Palm Street CALL TO ORDER: Vice Chair John Conner 5:30 pm PRESENT: T. Conner, Babb, Nicklas, Kinney STAFF PRESENT: Brigitte Elke, PrincipalAdministrative Analyst PUBLIC COMMENT Gary Nichols from SLO Rugby thanked the committee for its support for the Southern California Youth Rugby Championship held in San Luis Obispo on May 10 through 11, 2008. The tournament was a great success and many compliments regarding the outstanding sports facilities at Damon Garcia were received. CONSENT AGENDA ACTION: Moved by T. Conner/Babb to approve the consent agenda as presented. Motion carred 5:0 PRESENTATIONS 4. REGIONAL MARKETING CONTRACT— SLO VCB Jonni Biaggini presented the last quarter promotional efforts by the SLO VCB on behalf of the City of San Luis Obispo. Amongst print, online and behavioral campaigns, the VCB launched its new Visitors Guide which features in a magazine-style format. They will publish it twice a year with 25,000 issues each. In addition, the VCB will be represented at the International Pow Wow show in Las Vegas and in April 2008 started the collaboration with the State of California on its "Land of Wine and Food" campaign. This is a five-year commitment and the SLO VCB is one of six sponsors. Upcoming web initiatives include adding video to the home page, add reservation system options and www.GoSeeSLOCounty.com. Cf-s p� BUSINESS ITEMS ATTACHMENT qENT I 1. GIA RECOMMENDATIONS The committee discussed each application and the GIA subcommittee recommendations. ACTION: Moved by Nicklas/Babb to approve the GIA allocations with the following changes: - postage will be added since integrated part of the marketing campaign - Mission Prep's allocation will be reduced to $4,000 Motion carried 5:0 2. CONTRACT APPROVAL FOR 2008-09 B. Elke presented the changes that were made by the Marketing Subcommittee. The subcommittee only made recommendations for changes in the work scope and left the proposed allocations as stipulated in the 2007-09 fiscal plan. Debbie Nicklas suggested that the subcommittee start looking at the contracts in December to make recommendations as to how to most effectively utilize the Community Promotions funding outside of just the work scope adjustments. ACTION: Moved by T. Conner/Nicklas to approve the contracts for PR, Regional Marketing and Visitors Center &Website as presented. Motion carried 5:0 COMMUNICATIONS Kathy McGrath from Verdin Marketing presented the new AMTRAK brochure they will be using between SLO and San Diego. The meeting adjourned at 7:10 pm to the June 11, 2008 meeting. �'�v k'�1TTRCHMENT 2 _ AGREEMENT TO PROVIDE PUBLIC RELATIONS SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , 2008 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 through public relations efforts, disseminate visitor information and properly respond to inquiries about activities taking place in the City; and WHEREAS, Contractor is qualified to arrange and obtain favorable media coverage about the City in various radio, print, television and electronic news and entertainment outlets; and WHEREAS, Contractor undertakes public relations services as an integral part of its operations; and on behalf of the City, and is in a position to accomplish such aims and purposes of the City in an efficient and economical manner; NOW THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from July 1, 2008 until June 30, 2009. 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. 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 ATTACHMENT 2 retainer in the amount of Three Thousand Six Hundred and Twenty Five Dollars ($3,625) per month plus up to, and no more than, One Thousand Three Hundred Dollars ($1,300) for expenses as billed for a total public relations services allocation not to exceed Forty Four Thousand Eight Hundred Dollars ($44,800) for 2008-09 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 Verdin Marketing Ink to provide advertising services. Contractor acknowledges the potential for duplication of efforts and costs as a result of these agreements with the City. To coordinate efforts, Contractor agrees.to participate in monthly meetings of the Promotional Coordinating Committee's Marketing Subcommittee and provide a 60-day action plan at the meeting. In performing its services under this agreement, the Contractor agrees to make every reasonable effort to coordinate activities and to identify and avoid duplication of costs associated with the Promotional Services, VCB, and advertising services agreements. 5.4 Promotion of City Properties. Contractor agrees during its promotion of City and fulfillment of the terms of this Agreement that it shall promote.all City of San Luis Obispo lodging properties, whether or not they are member of the San Luis Obispo Chamber of Commerce. Contractor acknowledges that this promotional effort could require the production of separate materials to include non-member lodging properties on an information list and a link on the visitslo.com website to a list of non-member properties. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B. 7. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement insurance which meets the requirements of Exhibit C. As evidence of this insurance, the Contractor shall provide the City with a Certificate of Insurance and an Endorsement naming the City as an "Additional Insured".. 8. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City or the City Administrative Officer (CAO), up to the authority granted to the CAO by Council. ATTACHMENT 2 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 David F. Romero, Mayor � � 9 ATTACHMENT 2 APPROVED AS TO FORM: CONTRACTOR By: Jonathan Lowell, City Attorney Dave Garth, President/CEO San Luis Obispo Chamber of Commerce EXHIBIT A ATTACHMENT 2 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 on their two main events, Cal Poly Open House & Alumni relations, the Arts Community on special events, the City's Parks and Recreation Department through special events and marketing opportunities. Coordinate with Grants-in-Aid recipients to increase event and cultural promotion through PR outreach. 1.2. Whenever possible, represent City Tourism at the event providing. 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 or the Cultural Center, as an umbrella "theme" for promoting the Arts Community; culinary, eco and recreational tourism hiking, biking, sightseeing, shopping 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: Music & Arts Festivals, Tour of California, Jeep Mountain Bike Race, etc. Make sure to highlight events according to the Grants in Aid events supported by the City Council. 3.3. Target various niche interests including: culinary tourism, eco and recreational tourism, developing travel trends, 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 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, the greater Phoenix Area, the Sacramento Region, Orange County, Los Angeles County, Ventura, as well as new markets as they develop. 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. ATTACHMENT 2 4.5. Attempt to 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. 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. 4.5.7 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. 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 2007-08 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, eco and recreational tourism and other ideas developed at the monthly.meeting of the PCC Marketing Subcommittee. Coordinate story pitches with the advertising and regional marketing contractors and provide pitches to the media outlets the ad and regional marketing contractors advertises in during the time the advertisements are running. 5.2. 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. I, 1 ATTACHMENT 2 6. Maintain Information 6.1. Maintain a computer mailing list of travel oriented media outlets (newspapers, magazines, radio, television stations, freelance writers, electronic media sources, etc.) with a core group of contacts. Provide list to City upon request. 6.2. Update listings about the City in various publications, both print and electronic. Seek out new publications for the City to be listed in. 6.3. Coordinate with the Chamber Visitors Center regarding an annual special events calendar. 6.4. Develop and maintain a Press Room on the visitslo.com website. Include in the press room the following: general information about the City, contact information, Frequently Asked Questions, story ideas, what's new, press releases that are downloadable, articles about the City, and, image gallery with several high resolution images. 6.5. Report on activity, network opportunities, and placements achieved through the City's contract with Media Kitty. 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 activities & achievements relating to work scope as outlined in Appendix A 7.2. Summary of media contacts during the reporting period. 7.3. Copies of press releases sent out during the reporting period. 7.4. 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 7.5. Summary of materials distributed during the reporting period. 7.6. Summary of strategic alliances supported during the reporting period. 8. Once a quarter, present the PCC with a detailed oral report highlighting achievements as compared to the work scope and elaborate on upcoming plans and events. ATTACHMEW 2 Exhibit B GENERAL TERMS AND CONDITIONS 1. Business License and Tax. Contractor must have a valid City of San Luis Obispo business license and 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 J ATTACHMENT 2 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. ATTACHMENT 2 19. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have any further duties,obligations,responsibilities, or rights under the contract. In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 20. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 21. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 22. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 23. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working"meetings with staff as necessary in performing workscope tasks. AT[ACHMENT 2 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 separatelyto 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 and A`�ACHM�NT � 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. i 1 k7gkMENT 3 AGREEMENT TO PROVIDE VISITOR & ELECTRONIC INFORMATION SE THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of , 2008, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC., a nonprofit corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City desires to contract with the Chamber of Commerce to promote its advantages as a destination for tourists, disseminate visitor information and properly respond to inquiries about activities taking place in the City; and WHEREAS, Contractor is qualified for and its visitors center is equipped to carry out such activities on behalf of the City, and is in a position to accomplish such aims and purposes of the City in an efficient and economical manner; 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 2007 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, 2008 until June 30, 2009. 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 twelve (12) monthly installment payments, in the amount of Seven C' �/9 ATTACHMENT 3 Thousand Six Hundred and Twenty Five ($7,625), for a total of Ninety One Thousand Five Hundred Dollars ($91,500) for 2008-09. 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 Fifteen Thousand.Dollars ($15,000) 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". ��2:726 �\ ATTACHMENT 3 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 David F. Romero, Mayor ATTACHMENT 3 APPROVED AS TO FORM: CONTRACTOR By: Jonathan Lowell, City Attorney Dave Garth, President/CEO San Luis Obispo Chamber of Commerce � � ATTACHMENT 3 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 supporting partnership opportunities with the San Luis Obispo Vintners on their two main events, Cal Poly Open House & Alumni relations, the Arts Community on special events, the City's Parks and Recreation Department through special events and marketing opportunities. Allow Grants-in Aid recipients to utilize the Visitors' Center as an outlet for their events. 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 the City's lodging members and activity resources. 4.4. Maintain electronically an annual events calendar. 4.5. In the Visitors Center dispense City maps, hotel/motel directories, visitors' guides, brochures, pamphlets, and general statistics about the community. 5. Maintain and consistently update the `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. Information of cultural events and activities in the City of San Luis Obispo. 5.4. Historical information with a particular focus on the Mission. 5.5. Electronic versions of maps and brochures useful to visitors. ATTACHMENT 3 5.6. Post the monthly electronic newsletter produced by the City's advertising agency. 5.7. Monitor search engine response to key words related to visiting San Luis Obispo. 6. Provide written reports on activities monthly (by noon on the first Wednesday of the month) to the City 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 activities & achievements relating to work scope as outlined in Appendix A 6.2. Summary of monthly website information. 6.3. Number of visitors to the center for the month. 6.4. Number of advertising fulfillment packets mailed and number of respondents to various promotional activities for the month and aggregated total. 6.5. Summary of monthly telephone and email information requests. 6.6. Type and quantity of any special materials distributed to groups. 6.7. Description of partnership events or promotional opportunities undertaken and outcomes. 7. Once a quarter, present the PCC with a detailed oral report highlighting achievements as compared to the work scope and elaborate on upcoming plans and events. AFACHMEW 3 Exhibit B GENERAL TERMS AND CONDITIONS 1. Business License and Tax. Contractor must have a valid City of San Luis Obispo business license and tax certificate prior to execution of the contract. Additional information regarding the City's business tax program maybe 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 MACHMENT3 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 - ' ATTACHMENT 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. ATTACHMENT Exhibit C INSURANCE Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees, or sub- contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 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 - ' ATTACHMENT 3 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 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. ATTACHME94 AGREEMENT TO PROVIDE REGIONAL MARKETING SERVICES THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this the day of , 2008 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 2"d, 2007 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 2007 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, 2008 until June 30, 2009. 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 2008-09 - Page 1 AT[ACHMEW 4 4. CITY'S OBLIGATIONS. For providing services as specified in Exhibit A to this Agreement, and upon receipt of Contractor's monthly contractor report, City agrees to pay to Contractor 12 monthly installment payments, in the amount of Six Thousand One Hundred and Fourteen Dollars ($6,114.00), for a total of Seventy Three Thousand Three Hundred and Sixty Eight Dollars ($73,368.00) for 2008-09 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 Verdin Marketing Ink 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". e VCB Regional Marketing Contract 2007-08 p.2 ATTACHMENT 4 8. AMENDMENTS. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City or the City Administrative Officer (CAO), up to the authority granted to the CAO by Council. 9. INDEPENDENT CONTRACTOR. Notwithstanding any representations, oral or written, between the parties, including any and all agents or representatives thereof, Contractor at all times covered by the terms of this agreement is acting as a free and independent contractor, not as an agent of the City. Any and all supervision and direction by any City official, department or body shall be only that necessary to provide broad general outlines, and Contractor will use its own initiative and discretion in performing the details of work herein. 10. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties hereto. 11: NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor San Luis Obispo County Visitors & Conference Bureau 811 EI Capitan Way#200 San Luis Obispo, CA 93401 Attn: Jonni Biaggini 12. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each 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 David F. Romero, Mayor VCB Regional Marketing Contract 2007-08 p.3 ATTACHMENT 4 APPROVED AS TO FORM: CONTRACTOR By: Jonathan Lowell, City Attorney Jonni Biaggini, Executive Director San Luis Obispo County VCB VCB Regional Marketing Contract 2007-08 p.4 � - A�ACHME�T EXHIBIT A 4 SCOPE OF WORK FOR REGIONAL MARKETING SERVICES 1. Create and implement promotional campaigns in coordination with the City's Tourism Marketing Plan Goals and Objectives. 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 in order to promote the variety of activities in San Luis Obispo. Include information that pursues the goal of the City of San Luis Obispo being the destination for vacation stays for two days or longer. 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 and highlight the cultural offerings during the various months. 4.4. Distribute various electronic newsletters of which at least six feature City of San Luis Obispo events, activities, amenities. 5. Develop group business and conferences. 5.1. Focus efforts to increase conference, retreat, goverment, 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. Promote the use of the Performing Arts Center, Damon Garcia Sports Fields, and other major facilities in the City of San Luis Obispo for use for major events. 6. Create and implement a coordinated marketing campaign for the San Luis Obispo County Region. 6.1. Coordinate efforts with the City's Advertising and Public Relations Contractors to pursue mutually beneficial opportunities and to avoid overlapping marketing efforts. 6.2. Market the region as a destination. VCB Regional MarkeBng Contract 2007-08 p.5 ATTACHMENT 6.3. Develop appropriate materials to accomplish 'marketing campaign including website, weblinks, monthly contests, e-newsletter, magazine advertisements, etc. benefiting San Luis Obispo City members. 6.4. Distribute six press releases in coordination with the niche marketing schedule highlighting events such as Restaurant Month, Fall Fest and other special events pertaining to promoting the City of San Luis Obispo within culinary, outdoor and cultural marketing efforts. 6.5. Host and coordinate at least one group press trips to the region including City of San Luis Obispo features in addition to individual press trips. 6.6. Produce electronic and in print visitors' guides. 6.7. Attend various media oriented trade shows in California or locally. Attend 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 activities & achievements relating to work scope as outlined in Appendix A 8.2. Summary of monthly VCB Website information 8.3. 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. 8.4. Summary of advertising placements. 8.5. When possible a discussion of City specific public relations and advertising efforts. 8.6. Media placement reports tracked through a clipping service. 9. Once a quarter, present the PCC with a detailed oral report highlighting achievements as compared to the work scope and elaborate on upcoming plans and events. VCB Regional Marketing Contract 2007-08 p.6 ATTACHMENT 4 GENERAL TERMS AND CONDITIONS 1. Business License&Tax. Contractor must have a valid City of San Luis Obispo business license and 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 Cf 36o VCB Regional Marketing Contract 2007-08 p.7 ATTACHMENT 4 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 frons 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 3 7 VCB Regional Marketing Contract 2007-08 P.8 ATTACHMENT 4 milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall Contractor be entitled to receive in excess of the compensation quoted in its proposal. 19. Ownership of Materials., All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 20. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 21. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Contractor is required to furnish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 22. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor to public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. �3e VCB.Regional Marketing Contract 2007-08 O P.9 1 ATTACHMENT 4 Exhibit C INSURANCE Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees; or sub- contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • 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. VCB Regional Marketing Contract 2007-08 P.10 ATTACHMENT 4 • For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • 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. VCB Regional Marketing Contract 2007-08 P.11