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HomeMy WebLinkAbout08-25-2015 San Luis Obisop Chamber of Commerce, Inc - Agreement with Chamber of Commerce for Services to the TBIDAGREEMENT WITH THE CHAMBER OF COMMERCE FOR SERVICES TO THE TOURISM BUSINESS IMPROVEMENT DISTRICT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this � day of 2015 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereina r 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 commission Contractor to continue to provide extended lodging services for the San Luis Obispo hoteliers at the Visitors Center downtown; and WHEREAS, the City's Tourism Improvement District (TBID) Board received a proposal from Contractor to this effect for consideration at its April regular monthly board meeting; and WHEREAS, the TBID Board approved the recommendation to contract for the proposed services during its May 2015 regular monthly board meeting; and WHEREAS, Contractor, as the operator of the Visitors Center, is qualified to execute the proposed services and improvements as presented to the Tourism Business Improvement District Board; and WHEREAS, the City Council approved the Community Promotions program funding for 2015 -16 at its July 7, 2015 regular meeting. 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, 2015 until June 30, 2016. 2. INCORPORATION BY REFERENCE. The scope of work, attached as Exhibit A to this agreement is incorporated herein by reference. To the extent that there are any conflicts between the City's Specification and this Agreement and the Contractor's proposal, the terms of the City's specification and this Agreement shall prevail, unless specifically agreed otherwise in writing signed by both parties. 3. REPRESENTATION FOR PROGRAM COORDINATION. 3.1 City. The City Manager or her 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 at the commencement of the term of this agreement. Molly Kern, is 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 the monthly report as stipulated under Exhibit A Item 3, the City agrees to pay to contractor ten (11) monthly payments in the amount of Two Thousand Five Hundred Eight Three Dollars ($2,583) per month plus one (1) final monthly payment of Two Thousand Five Hundred Eighty Seven Dollars ($2,587) for a total "Specific Telephone Fulfillment & Availability Assistance" program allocation not to exceed Thirty One Thousand Dollars ($31,000) for FY 2015 -2016. 5. CONTRACTOR'S OBLIGATIONS. 5. 1. Scope of Work - Exhibit A. For and in consideration of City's promises and the payment obligations, Contractor shall provide services as described in Exhibit A attached hereto and incorporated by reference into this Agreement. 5.2. Coordination of Efforts with other Contractors. Contractor acknowledges the potential for duplication of efforts and costs as a result of the City's agreements with other contractors. To coordinate efforts, Contractor shall participate in monthly meetings of the Tourism Business Improvement District Board. 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 Tourism Promotion Services and all contractors involved. 6. GENERAL TERMS AND CONDITIONS. Contractor shall meet all general terms and conditions as specified in Exhibit B, attached and incorporated herein by reference. 7. INSURANCE. The Contractor shall procure and maintain for the duration of the contract insurance which meets the requirements of Exhibit B, attached and incorporated herein by reference. As evidence of this insurance, the Contractor shall provide the City with both, 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 City Council, or the City Manager for amounts up to the authority granted to the City Manager by the City Council. 9. INDEPENDENT CONTRACTOR. Notwithstanding any representations, oral or written between the parties including any and all agents or representatives thereof, Contractor shall be at all times covered by the terms of this Agreement and 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 895 Monterey Street San Luis Obispo, CA 93401 Attn: Ermina Karim 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 13 J11t,10114 -Cavity ler Katie Lichtig, City Manager APPROVED AS TO FORM: CONTRACTOR 13y:- Dietrick, City Attorney Ermina Karim, President /CEO San Luis Obispo Chamber of Commerce EXHIBIT A SCOPE OF WORK FOR TELEPHONE FULFILLMENT & AVAILABILITY ASSISTANCE 1. Defined Goals - To provide dedicated and knowledgeable customer service for all San Luis Obispo City lodging properties and visitors at the Downtown Visitors Center. - To provide lodging availability service to assist visitors seeking lodging in the City of San Luis Obispo. - To assist San Luis Obispo lodging properties fill vacant rooms. 2. Program Components - Provide an 800 - number on a separate phone line exclusively for the TBID. Only SLO TBID properties will be recommended through this phone line. - Provide staff to respond to a TBID-only phone line during hours of operation for the Visitor Center and to return messages received during afterhours. - Perform `hotel availability call arounds "' and keep a record of current availability for all SLO City hotels. Availability will be tracked for every Thurs, Friday and Saturday night as well as busy /impacted times throughout the year. - Work with local hoteliers to know about availability program and how to utilize the program. Provide a Visitor Center Staff Training program to educate all Visitor Center staff on SLO TBID properties and program components. - Directly book guests that call the customer service line seeking tourist information on 1- 877 -SLO -TOWN. - Utilize the booking tool on www.sanluisobispovacations.com to personally assist guests in the Visitor Center who have interest in staying in a SLO lodging property. - Utilize a Chamber- provided iPad in the Visitor Center to allow visitors to directly book their own room using booking tool on www.sanluisobispovacations.com. Reporting 4. Provide written reports on contract 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 TBID's monthly board packets. At a minimum the reports shall include: - Number of Visitors Served - Statistical Information on Visitors Served - Number of phone calls answered for San Luis Obispo Hotels Hotel Rooms referred through contract components 5. Once a quarter, present the TBID Board with a detailed oral report highlighting achievements as compared to the work scope. 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. 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. 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. 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. 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 of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor (Net 30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub- contractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same, provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. Contract Assignment. Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 18. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract. In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last 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. The City reserves the right to terminate the contract for convenience at any time upon 30 days' notice to the Contractor. In the event of termination for convenience, Contractor shall be entitled to the reasonable value of its services performed up to the date of termination set forth in the notice of termination, provided that the Contractor shall in no event be entitled to receive any amount in excess of the compensation quoted in its proposal or for work not authorized by the City from the date of notice of termination to the date for termination of services specified in said notice. 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. 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 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 ANII. £ 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. City Manager Repob Final City Manager Approval Approver Name Date Approved City Administration Michael Codron August 14, 2015 Reviewer Routing List Reviewer Name Date Reviewed City Attorney jma 8/14/15 Finance & Information Technology mwP 8/14 August 13, 2015 FROM: Michael Codron MC PREPARED BY: Molly Cano, Tourism Manager 2015 -16 PCC & TBID Annual Contracts with the SLO Chamber of SUBJECT: Commerce: Public Relations, GIA Support, Phone & Availability Service; and 2015 -17 PCC Contract with the SLO Chamber of Commerce for Visitor Center Service RECOMMENDATION As recommended by the Promotional Coordinating Committee (PCC) and the Tourism Business Improvement District (TBID), approve following agreements with the Chamber of Commerce: Agreement Name PCC Funding TBID Funding 2015 -17 Visitor Center Services $ 103,000 /year 2015 -16 GIA Support $ 28,000 2015 -16 Public Relations Services $ 32,000 $ 58,000 2015 -16 Phone & Availability Services $ 31,000 Total $163,000 $89,000 DISCUSSION Background On July 7, 2015, the City Council approved the 2015 -16 Community Promotions budget and programs as recommended by the PCC & TBID. (Attachment 1). Further, the Council authorized the City Manager to execute these agreements on behalf of the City. During the May 13, 2015 meeting the PCC finalized the 2015 -16 budget allocations and continued programmatic approach for GIA funding, event promotions, Visitor Services and SLO Happenings. The Committee determined that it was of high priority to maintain contract services with the Chamber of Commerce for Public Relations, Visitor Services and GIA Support and decided to fully fund all of the proposals for the 2015 -16 year. The City has contributed to the Visitors Center for many years. Through this collaboration, the Center is open seven days a week and provides extended hours on Thursday evening during the 2015 -16 PCC/TBID Chamber Contracts Pape 2 Farmers' Market. The Chamber has relocated the Visitor Center into a highly visible and modern location. The PCC has approved a two -year contract with the Chamber of Commerce for the operation of the new Visitor Center. The contract period is July 1, 2015 -June 30, 2017. The GIA contract concentrates on maximizing PR and marketing outreach, assisting the organizations with support through the Visitor Center, posting in on- and offline events calendars, submitting a monthly events calendar throughout town and the hotel outlets, and offering marketing consulting to all GIA recipients. A reporting matrix is submitted in order to showcase how organizations are utilizing the program on a monthly basis. The PCC has approved the continuation of this contract of GIA support services in FY 2015 -16. For the 2015 -16 FY, the TBID Board and the PCC assigned a subcommittee to look at program elements to collaborate on and to eliminate duplication of effort. Public Relations activities were one of the components seen as a potential candidate for collaboration. As an outcome of the discussion, the TBID and PCC moved to recommend dividing the contract between the two committees (60% to the TBID and 40% to the PCC) to fully fund the proposed expanded agreement with the Chamber of Commerce to offer comprehensive PR services including proactive and reactive measures. In FY 2012 -13, the TBID began contracting with the Chamber of Commerce for a concierge type service in the Visitors Center to directly serve the San Luis Obispo hotels. This service consists of a hotel phone fulfillment and availability tracking service. This service is administered through the Visitor Center. Over the course of the 3 years the service has gained traction and provided personalized service for the TBID to potential visitors by serving a need the TBID cannot fulfill on their own. The TBID has approved the continuation of this contract for Phone & Availability Support Services in FY 2015 -16. PCC Recommendation At the May 13, 2015 meeting, the PCC reviewed funding proposals from the Chamber of Commerce for the 2015 -16 annual contracts & the 2 -year Visitor Service contract. The PCC deliberated on the proposals and ultimately recommended to fund the agreements with the Chamber of Commerce as follows (Attachment 2): • 2015 -17 Visitor Center Services $ 103,000 /year • 2015 -16 GIA Support $ 28,000 • 2015 -16 Public Relations Services $ 32,000 During the July monthly PCC meeting, the committee reviewed and approved the workscopes for the agreements. (Attachment 4) TBID Recommendation At the May 13, 2015 meeting, the TBID reviewed the funding proposals from the Chamber of Commerce for the 2015 -16 annual contracts. The TBID deliberated on the proposals and ultimately recommended to fund the agreements with the Chamber of Commerce as follows (Attachment 3): • 2015 -16 Public Relations Services $ 58,000 • 2015 -16 Phone & Availability Services $ 31,000 During the July monthly TBID meeting, the Board reviewed and approved the workscopes for the agreements. (Attachment 4) 2015 -16 PCC/TBID Chamber Contracts Page 3 FISCAL IMPACT The PCC has a contract service budget of $363,800 for 2015 -16 as outlined in the 2015 -17 Financial Plan. Thus far, $95,000 has been dedicated to GIA funding. Additionally, the PCC has a contract with FreshBuzz Media for $28,300. They also will be in contract soon with GFL Systems in the amount of $16,000 and the City Manager reports that agreement will soon be in circulation. This leaves a balance of $224,500 to cover the contractual obligations with the Chamber of Commerce amounting to $163,000. The TBID fund has a contract service budget of $1,190,312 for 2015 -16 as outlined in the 2015- 17 Financial Plan. In its action on July 7, 2015, the City Council authorized the City Manager to enter into various contracts for the Community Promotions program as recommended by the TBID. At the same meeting, the Council approved the second year financing of the contract with BCA & Studio Good for 2015 -16 in the amount of $700,000 reducing the available balance to $490,312 which will adequately cover the Chamber of Commerce contract amounting to $89,000. ATTACHMENTS 1. City Council Meeting Minutes — July 7, 2015 2. PCC Meeting Minutes — May 13, 2015 3. TBID Meeting Minutes — May 13, 2015 4. Agreements: 2015 -17 Visitor Center Services 2015 -16 GIA Support 2015 -16 Public Relations Services 2015 -16 Phone & Availability Services