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HomeMy WebLinkAbout03/03/2009, C4 - MARKETING SERVICES CONTRACT FOR THE TOURISM BUSINESS IMPROVEMENT DISTRICT AGREEMENT ATTACHMENT 1 THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this day of by and between the CITY OF SAN LUIS OBISPO,a municipal corporation,hereinafter referred to as City,and LEVEL Studios hereinafter referred to as Contractor. WITNESSETH: WHEREAS, on January 7,2009 City requested proposals for Marketing services for the City of San Luis Obispo lodging industry per Specification No.90895; WHEREAS, pursuant to said request, Contractor submitted a proposal which was accepted by City for said services; NOW THEREFORE, in consideration of their mutual promises, obligations,and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date of this Agreement is made and entered, as first written above,until June 30, 2010. By mutual agreement of both parties,the term of this Agreement may be extended twice for an additional two years. 2. INCORPORATION BY REFERENCE. City Specification No. 90895 and Contractor's proposal dated [ ],are hereby incorporated in and made a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay and Contractor shall receive therefore compensation in a total sum not to exceed$850,000. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City,Contractor agrees with City to provide services as described in Exhibit A attached hereto and incorporated into this Agreement. 5. 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. 6. 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. o 3 ATTACHMENT 1 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail,postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Pahn Street San Luis Obispo,CA 93401 Contractor LEVEL Studios 3450 Broad Street,Suite 107 San Luis Obispo,CA 93401 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each parry is'a person duly authorized and empowered to execute Agreements for such parry. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By: City Clerk David F.Romero Mayor APPROVED AS TO FORM: CONTRACTOR By: Ci homey C EXHIBIT A ATTACHMENT 1 SCOPE OF WORK FOR MARKETING SERVICES 1. Establish a comprehensive Marketing Plan, taking into consideration State of California Tourism efforts, the recently released EVC study on countywide tourism, and the City's current Marketing Plan (available online at www.slocity.orQ/economicdevelopment). 2. Implement the strategies as outlined in the Marketing Plan by utilizing the full marketing mix as it pertains to tourism related marketing. Planning, developing and implementing promotional tools on the City and TBID's behalf that meet the criteria of reaching the defined target audience considering traditional and new media opportunities. All campaigns are subject to TBID Board review and approval prior to implementation. 3. Explore cooperative marketing opportunities with the San Luis Obispo County Visitors and Conference Bureau, San Luis Obispo Vintners, Chamber of Commerce, Cal Poly, the Downtown Association, the Arts Community, etc. 4. Establishing and maintaining an effective working relationship with the TBID Board. Scheduled meetings will normally be on a monthly basis with the TBID Board and Contractor should provide input, refine, and adjust marketing objectives and strategies as recommended by the TBID Board and adopted by Council. 5. Provide budget management. Pay invoices and account for all such activity conducted on the City and TBID's behalf in monthly billing materials. 6. Investigate the possibility of a new tourism logo or incorporate the existing City's tourism logo and tag line. 7. Provide account services such as, but not limited to, marketing concept, design and production, media buys and placement, account budget and additional services as needed. Provide status reports on the account budget including standing to date monthly reports. The agency should indicate whether they intend to collect a flat fee or accept a commission. If contracted with a flat fee, agencies are required to dedicate the commission amount to the purchase of additional advertising. 8. Provide the TBID Board with timely, written reports, one week prior to the regular monthly meeting, which is held the second Wednesday of each month at 11 am, on the status of all aspects of the marketing campaign. Personally present a monthly report on past activities and continuation of plan. The reports should encompass: 3 �Lf- 5 AFACHMEW 1 Summary of all marketing activities in the reporting period. Summary of advertising placed during the reporting period. Summary of direct consumer marketing placed during the reporting period. Summary of results and responses to materials during the reporting period. Examples of materials distributed during the reporting period including proof of advertising. Summary of strategic alliances supported during the reporting period. Website statistics. 9. Planning and commissioning any research activity that the TBID Board and City Council may require, including suggestions for and methods of continuing evaluation of the effectiveness of the commissioned marketing campaign. 10.Coordinating activities of the marketing campaign with the TBID Board and establish an effective working relationships with its members and assigned staff to achieve coordinated and efficient use of all available resources thus avoiding duplication of efforts with other city promotional efforts. 11.Provide advertising "fulfillment" services in response to requests for material arising out of the TBID's marketing program. 4 Cfo C ATTACHMENT 1 EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Business License & Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 2. Ability to Perform. Contractor warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to cant' out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 3. Laws to be Observed. Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and.county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 8. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub- contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 5 C�{ qT CHMENT 1 10. Contractor Non-Dibcrimination. In the performance of this work, ontractor agrees that it will not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the 'inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor (Net 30).� 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub- contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 6 �y-�' ATTACHMENT 1 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 milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Amended Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete. accounting of costs. In no event, 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 worts 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. C .y ATTACHMENT 1 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. 8 C�-/o Tourism Business Improvement District tjoard R�RCHMEIVI G Special Meeting Minutes Monday, February 2, 2009 5:00 pm — City/County Library 997 Palm Street CALL TO ORDER: Chair John Conner PRESENT: Billing, Mueller, Koper, Wallace STAFF PRESENT: Brigitte Elke, Principal Administrative Analyst PUBLIC COMMENT There was no public comment. COMMUNICATION Board member Mueller asked the committee to review board business process at the next board meeting. Staff will place an item on the February 11, 2009 agenda to further discuss. BUSINESS ITEM 1. REVIEW OF MARKETING SERVICES PROPOSALS The board met to discuss the 12 proposals received for requested Marketing Services under Specification No. 90895. All board members had received the proposals on Wednesday, January 28, 2009 after the bid opening at 3 p.m. The RFP scheduled determined the evaluations to take place between February 2 and February 6, 2009. The board decided to schedule the first meeting early in the week in order to have an option for a subsequent meeting if necessary. Each individual proposal was discussed and evaluated and each board member gave his input accordingly. The board members also indicated whether they considered the proposal for the finalist interview on February 11, 2009. After thorough review, evaluation and deliberation, three proposals were selected for the finalist interview. The board decided that no second meeting was needed for further deliberation. ACTION: Moved by Billing/Wallace that based on proposals in hand and discussion of the board, 20/20 Creative Group, Verdin Marketing, Ink., and Level Studios are the finalists to present their proposals on February 11, 2009 to the board for further review and contract award consideration. Motion carried 4:1 The meeting adjourned at 6:45 p.m. to February 11, 2009 meeting. C�- // ATTACHMENT 3 Tourism Business Improvement District Board Minutes Wednesday, February 11, 2009 DRAFT 11:00 am City Hall Council Hearing Room 990 Palm Street CALL TO ORDER: Chair John Conner PRESENT: Billing, Mueller, Koper, Wallace STAFF PRESENT: Brigitte Elke, Principal Administrative Analyst PUBLIC COMMENT There was no public comment. CONSENT AGENDA ACTION: Moved by Wallace/Koper to approve consent agenda as presented. Motion carried 5:0 PRESENTATIONS On February 2, 2009 the board met to evaluate the received proposals for Marketing Services. Three finalists were selected and invited to present to the board during the February Board meeting. Verdin Marketing, Ink., Level Studios, and 20/20 Creative Group each gave a 20-minute followed by Q&A with the board. The board decided to call a special meeting for discussion and evaluation of the presentations. The meeting date was set for February 18, 2009 at 11 am in the Council Hearing Room. Staff will send out a agenda confirming the location. BUSINESS ITEMS 1. DISCUSS AND DETERMINE REGULAR BOARD MEETING TIME & DATE This item was continued to the next meeting. In the meantime, board members will evaluate the best alternative date and time for the monthly board meeting. ATTACHMENT 3 2. DISCUSS TIMELINES AND PUBLIC INPUT PROCESS FOR FUTURE BOARD BUSINESS No action was taken on this item. Staff reiterated that the timelines can be as short or as long as the board wishes as long as minimum notification time lines are adhered to. COMMUNICATIONS Robert Mueller asked that the items he had previously discussed with the Chair will be placed on the agenda of the upcoming meetings. The Chair will coordinate with staff accordingly. The meeting adjourned at 1 p.m. to March 11, 2009 meeting. Tourism Business Improvement District board DRAFT Special Meeting Minutes MACHME94 Monday, February 18, 2009 11:00 am — Council Hearing Room 990 Palm Street CALL TO ORDER: Chair John Conner PRESENT: Billing, Mueller, Koper, Wallace STAFF PRESENT: Brigitte Elke, Principal Administrative Analyst PUBLIC COMMENT Mary Verdin let the board know that she is present to answer any questions regarding Verdin's proposal and presentation. BUSINESS ITEM 1. REVIEW AN DISCUSS MARKETING SERVICES PRESENTATIONS AND DETERMINE RECOMMENDED CONTRACTOR The board had called this special meeting to discuss the three finalist presentations and determine the recommended contractor. The committee had established a rating sheet for the discussion and each committee member commented on each presentation. Two hotel representatives from Apple Farm and the Madonna Inn who were also present on February 11, 2009 during the presentations were invited to give their individual feedback. After discussion and deliberation, the board felt that Level Studios would best provide the services the board is seeking and is best positioned to take "San Luis Obispo Tourism to the next level". ACTION: Moved by Mueller/Billing to recommend Level Studios as the TBID's agency for marketing services. Motion carried 5:0 The meeting adjourned at 11:45 am.