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HomeMy WebLinkAboutChamber Visitor & Electronic Info SvcAGREEMENT TO PROVIDE VISITOR & ELECTRONIC INFO RMATION SERVICES ---------J'---------_._~------ ~S AGREEMENT i made and entered into in the City of San Luis Obispo on this J 3 day of -I.( ,2008, by and between the CITY OF SAN LUIS OBISPO, a municipal cor tion, hereinafter referred to as City, and; the SAN LUIS OBISPO CHAMBER OF COMMERCE, INC., a nonprofit corporation, hereinafter referred to as Contractor. WIT NE SSE T H: 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 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 50-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. Tile 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 "Additionallnsured". 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 (CAD), up to the authority granted to the CAD 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 _ David F. Romero, Mayor APPROVED AS TO FORM: CONTRACTOR BY:_.....:~::::.-·l-=-.-f'::'·~'.::. _ Dave Garth, President/CEO San Luis Obispo Chamber of Commerce 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. Efectronic versions of maps and brochures useful to visitors. 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. 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 infol111ation 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 equipmeli.t, 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 shal1 keep itself ful1y infol111ed of and shall observe and comply with al1 applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its perfol111ance 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. ContTactor shall confol111 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 perfol111ance 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 perfol111ance 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. II. 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 sucl1 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. 111e 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. COli tractor agrees to defend, indemllify, protect and I/old the City and its agellts, officers alld employees harmless from and against allY alld all claims asserted 01' liability established for damages or illjuries to al/Y persoll 01' property, ;I/eluding illj/llY to COl/tractor's employees, agellts 01' officers which arise from 01' llre COllllected with or are caused or claimed to be caused by tIle acts 01' omissiolls of COli tractor, and its agents, officers 01' employees, in pelforming the work 01' services hereill, alld all expenses of illvestigating and defending against same; provided, however, tltat COlltractor's duty to illdemnify amI hold harmless shallllot inelude any claims or liability arising from the established sole negligence 01' willfulmiscOlldlict oftlte City, its agellts, officers 01' employees. 17. Contract Assignment. Contractor shall not assign, transfer, conveyor otherwise dispose of the contTact, 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 tern1 of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify ContTactor 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 perforn1ed 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. 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 INSURANCEC-. .. "f 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. !v/illimum scope o/it,sllrallCe. 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 I (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. Minilllullllimits o/illsuraflce. 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. Q Errors and Omissions Liability: $1,000,000 per occurrence. c. Deduct/hIes awl self-iflsured retentiolls. 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 iflsurance provisiolls. The general liability and automobile liability policies aTe to contain, or be endorsed to contain, the following provisions: Q 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. Q For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents Exhibit C: Insurance and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. • Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except ,vith 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. Verificatioll 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.