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HomeMy WebLinkAbout09-01-2016 Agreement with the SLO Wine Country AlliancePUS 2 3 2016 AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on this 4<it day of tity: 2016 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referre to as and; the SLO WINE COUNTRY ALLIANCE, a nonprofit corporation, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City Tourism Business Improvement District board recommended to partner with the Contractor to promote San Luis Obispo Wine Country and the City's advantages as a destination for tourists seeking to visit this region of California; and WHEREAS, in its July 12, 2016 regular meeting, the City Council approved the Tourism Business Improvement District Board's funding recommendation; and WHEREAS, Contractor is qualified for and is equipped to carry out such activities on behalf of the City and its Tourism Business Improvement District, 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, 2016 to June 30, 2017. 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. Heather Muran, 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. 4. CITY'S OBLIGATIONS. For providing deliverables as specified in Exhibit A to this Agreement, City will pay and Contractor shall receive a grant in a total sum not to exceed $17,000 and to be paid from the Tourism Business Improvement District Fund. Additionally the City will allocate up to $1,000 for in-kind media hosting expenses as outlined within Exhibit A. 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. SLO WINE COUNTRY Agreement 2016-17 Page 1 5.2. Coordination of Efforts with other Contractors. In addition to Contractor, the City through the Tourism Business Improvement District has service agreements for its tourism promotions efforts with BCA & Matchfire for tourism marketing, electronic information services, and public relations. Contractor agrees to coordinate efforts and collaborate with the agency as directed by the Tourism Business Improvement District Board. 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 B. 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". S. 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 Manager up to the authority granted to the City Manager 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 SLO Wine Country Association 4915 Orcutt Road San Luis Obispo, CA 93401 Attn: Heather Muran 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. SLO WINE COUNTRY Agreement 2016-17 p. 2 ATTEST: CITY OF SAN LUIS OBISPO, A Municipal Corporation By )2 Cartxe Gallagher, City C I -k Katie: Lie it Ma ger Y� 'mt' 1'440 APPROVED AS TO FORM: CONTRA OR 4111,- II j - Chri. e Dietrick, City Attorney H er Muran, Executive Director SLO WINE COUNTRY ALLIANCE SLO WINE COUNTRY Agreement 2016-17 p. 3 EXHIBIT A SCOPE OF SPONSORSHIP BENEFITS & EXPENDITURE - SLO WINE The goal of SLO Wine Country's annual partnership with SLO TBID is to engage wine lovers, leisure travelers, and foodies to visit and stay in San Luis Obispo. San Luis Obispo Wine Country Association will facilitate the following: • Associate membership funding to provide overall membership benefits to all SLO TBID lodging constituents, including website promotion, logo placement, editorial placement, website advertising, e -newsletter marketing and social media marketing. (Funding amount: $10,000) • Development and implementation of potential co-op partnerships, out -of -area marketing campaigns. This can include potential roadshows, tradeshows, social media marketing and sweepstakes promotions in targeted regional markets, including Los Angeles, San Francisco/Bay Area, San Diego, Orange County and the Central Valley. (Funding amount: $7,000) • Hosted media visits in San Luis Obispo city at lodging partner hotels. (In-kind funding amount: $1,000) SLO TBID Benefits: SLO Wine is committed to creating programs that are mutually beneficial and open to additional ideas available on partnerships and special campaigns with co-op advertising campaigns, social media, etc. As annual partners, SLO Wine Country will provide the following benefits: • Member benefits include: - Recognize all SLO City lodging partners as SLO Wine members. Property benefits include: • All SLO TBID lodging properties will receive an associate membership to SLO Wine Country. • Invitation to SLO Wine Country's Annual Associate Member Social Event with all member wineries. • 10% of ad space in SLO Wine's popular "San Luis Obispo Wine Country Guide" - SLO Vacations listing and prominent logo placement online on SLOWINE.com - SLO TBID web listing under partners and "stay" page - Logo placement in newsletter throughout the year - Web ad annual placement - Opportunity to place news/events in Winery/Associate/SLO Wine Insider E -Newsletters -Website advertising opportunities for all lodging partners -Associate member newsletter subscription for all lodging partners -Invitation to SLO Wine mixers and meetings -Associate Member BBQ (July) -Referrals to winery professionals -Direct referrals from SLO Wine from consumers -Co-Op pricing and discounts to wine business symposiums and local/regional events -Market events to SLO Wine e -newsletter list of 10,000+subscribers -Job Postings to SLOWINE.com -Social Media opportunities -Opportunity to attend open comment periods at Board Meetings -Opportunity to present at Owners meeting with 10 minute presentation (limited to SLO TBID representative) -Opportunity to present at Tasting Room Manager Meetings (limited to SLO TBID representative) Public relations hosting opportunities for lodging partners (on-going) Thirty (30) complimentary General Admission tickets to use as giveaways, local promotions, or area package lots for ROTB and Harvest on the Coast Logo recognition: website, e -newsletters, wine country map brochure. SLO WINE COUNTRY Agreement 2016-17 p. 4 Deliverables & Reporting: • Create and implement promotional and PR campaigns in coordination with the City's Tourism Business Improvement District Marketing Goals and Objectives. Coordinating efforts between the TBID's agency and SLO Wine are expected. • When promoting the City of San Luis Obispo utilize the Tourism Business Improvement District brand, or other creative provided by the City's Tourism Manager or the TBID marketing agency. • Once a quarter, or as requested, present the TBID with a detailed oral report highlighting achievements as compared to the work scope and elaborate on upcoming plans. Exhibit B GENERAL TERMS AND CONDITIONS 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. 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. 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 SLO WINE COUNTRY Agreement 2016-17 P. 5 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 perforinance 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. SLO WINE COUNTRY Agreement 2016-17 p. 6 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. SLO WINE COUNTRY Agreement 2016-17 p. 7 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: a 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. SLO WINE COUNTRY Agreement 2016-17 p. 8 • 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 ANN. f. Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. SLO WINE COUNTRY Agreement 2016-17 P. 9