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HomeMy WebLinkAboutVisitor & Electronic Information Services Amended 2006P/W o/co 7 j4,..re,/ t/J 1J c'14- •FIRST AMENDED AND RESTATED AGREEMENT TO PROVIDE VISITOR & ELECTRONIC INFORMATION SERVICES THIS FIRST AMENDED AND RESTATED AGREEMENT is made and entere d into in the City of San Luis Obispo on this 12*.day of _Ait,r\e ,2006, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafte 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 contract with the Chamber of Commerce t o promote its advantages as a destination for tourists, disseminate visitor information an d properly respond to inquiries about activities taking place in the City ; an d WHEREAS, Contractor is qualified for and its visitors center is equipped to carr y out such activities on behalf of the City, and is in a position to accomplish such aims an d purposes of the City in an efficient and economical manner ; WHEREAS, the City and Contractor had previously entered into an Agreement o n August 18, 2005 for visitor center services and website marketing and as recommende d by the PCC, the City wishes to continue to contract with the Contractor for these service s and make minor revisions to the 2005 Agreement to reflect the current direction of th e Community Promotions Program ; NOW THEREFORE, in consideration of their mutual promises, obligations, an d covenants hereinafter contained, the parties hereto agree as follows : 1.TERM .The term of this Agreement shall be from July 1, 2006 until Jun e 30, 2007 . 2.INCORPORATION BY REFERENCE .Exhibit A . 3.REPRESENTATION FOR PROGRAM COORDINATION . 3 .1 City .The City Administrative Officer or the designated representativ e 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 hav e 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 requir e a substitute Project Manager for any reason, the Project Manager designee shall b e subject to the prior written approval by the City Project Manager . 4.CITY'S OBLIGATIONS .For providing services as specified in Exhibit A t o this Agreement, and upon receipt of Contractor's monthly contractor report, City agrees t o pay to Contractor 12 monthly installment payments, in the amount of Seven Thousan d-Ds ` 0.00 y N One Hundred Ninety Two Dollars ($7,192),for a total of Eighty Six Thousand Three Hundred Dollars ($86,300)for 2006-07 . 5.CONTRACTOR'S OBLIGATIONS . 5 . 1 . Scope of Work - Exhibit A.For and in consideration of the payment s and agreements to be made and performed by City, Contractor agrees to provid e services as described in Exhibit A attached hereto and incorporated into this Agreement . 5 .2 . Tourism Marketing Plan .Contractor agrees to assist the City i n achieving the major objectives set forth in the City of San Luis Obispo's Touris mMarketing Plan . 5 .3 . Coordination of Efforts with other Contractors .In addition t o Contractor, the City has service agreements for its community promotions efforts with th e San Luis Obispo County Visitors and Conference Bureau (VCB) for regional promotio n and marketing services as well as with Barnett, Cox and Associates to provide advertisin gservices. Contractor acknowledges the potential for duplication of efforts and costs as aresult of these agreements with the City . To coordinate efforts, Contractor agrees to participate in monthly meetings of the Promotional Coordinating Committee's Marketin g Subcommittee and provide a 60-day action plan at the meeting . In performing its service s under this agreement, the Contractor agrees to make every reasonable effort t ocoordinate activities and to identify and avoid duplication of costs associated with th e Promotional Services, VCB, and advertising services agreements . 5 .4 Promotion of City Properties .Contractor agrees during its promotio n of City and fulfillment of the terms of this contract that it shall promote all City of San Lui sObispo lodging properties, whether or not they are member of the San Luis Obisp oChamber of Commerce . Contractor acknowledges that this promotional effort coul d require the production of separate materials to include non-member lodging properties o nan information list and a link on the visitslo .com website to a list of non-membe rproperties. 5 .5 . Allocation of Funds .Contractor shall allocate a total of TwelveThousand Dollars ($12,000)of the City's annual compensation for the maintenance an dimprovement to the visitslo .com website . The nature and extent of any improvements o r changes to the site shall be mutually agreeable to both parties and are more particularl ydescribed in Exhibit A . 6.GENERAL TERMS AND CONDITIONS .Contractor shall meet all generalterms and conditions as specified in Exhibit B . 7.INSURANCE.The Contractor shall procure and maintain for the duration o fthe contract insurance which meets the requirements of Exhibit C . As evidence of thi sinsurance, the Contractor shall provide the City with a Certificate of Insurance and a nEndorsement naming the City as an "Additional Insured". 8.AMENDMENTS .Any amendment, modification, or variation from the term s of this Agreement shall be in writing and shall be effective only upon approval by th e Council of the City or the City Administrative Officer (CAO), up to the authority granted t o the CAO by Council . 9.INDEPENDENT CONTRACTOR .Notwithstanding any representations , oral or written, between the parties, including any and all agents or representative s thereof, Contractor at all times covered by the terms of this agreement is acting as a fre e and independent contractor, not as an agent of the City . Any and all supervision an d direction by any City official, department or body shall be only that necessary to provid e broad general outlines, and Contractor will use its own initiative and discretion i n performing the details of work herein . 10.COMPLETE AGREEMENT .This written Agreement, including all writing s specifically incorporated herein by reference, shall constitute the complete agreemen t between the parties hereto . No oral agreement, understanding, or representation no t reduced to writing and specifically incorporated herein shall be of any force or effect, no r shall any such oral agreement, understanding, or representation be binding upon th e parties hereto . 11.NOTICE .All written notices to the parties hereto shall be sent by Unite d States mail, postage prepaid by registered or certified mail addressed as follows : City Cler k City of San Luis Obisp o 990 Palm Stree t San Luis Obispo, CA 9340 1 Chamber of Commerc e 1039 Chorro Street San Luis Obispo, CA 9340 1 Attn : Dave Gart h 12.AUTHORITY TO EXECUTE AGREEMENT .Both City and Contractor d o 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 b e executed the day and year first above written . ATTEST :CITY OF SAN LUIS OBISPO , A Municipal Corporatio n City Contracto r Audrey irper, Cit I,Cl~rk Dave Romero, Mayor w N APPROVED AS TO FORM :CONTRACTO R Dave Garth, President/CE O San Luis Obisp o Chamber of Commerc e By : N 00 EXHIBIT A SCOPE OF WORK FOR VISITOR &ELECTRONIC INFORMATION SERVICE S 1.Assist in implementing the City's Tourism Marketing Plan Goals and Objectives . 1 .1 . Continue to maintain and improve upon strategic alliances including th e support partnership opportunities with the San Luis Obispo Vintners, Cal Poly , the Downtown Association and the Arts Community through special events an d marketing opportunities . 2.Use the City of San Luis Obispo's Community Promotion's Brand,San Luis Obisp o — Experience the SLO Life!in visitor and electronic information materials . 3.Maintain a public office in a central location in Downtown San Luis Obispo fo r visitors information (the "Visitors Center") that has regular hours that suits the need s of visitors . 3 .1 . The Visitors Center is presently located at 1039 Chorro Street, very near to th e historic Mission San Luis Obispo de Tolosa . The City acknowledges that th e present location of the Visitors Center may have to change to another suitabl e downtown location during the term of this contract because of the anticipate d redevelopment of the property . The Chamber agrees to provide 30 day s 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 adequat e number of trained employees to handle the seasonal flow of visitors to th e Visitors Center . 4 .2 . Respond to high volumes of information requests including telephone calls an d emails . 4 .3 . Serve as a contract for information requests from potential visitors as well as a referral agency to local lodging and other resources . 4 .4 . Maintain electronically an annual events calendar . 4 .5 . In the Visitors Center dispense City maps, hotel/motel directories, visitor s guides, brochures, pamphlets, and general statistics about the community . 5.Maintain the updated visitslo .com website by providing : 5 .1 . A media roo m 5 .2 . A list of "what to do" in San Luis Obispo when traveling with children and pets . 5 .3 . Historical information with a particular focus on the Mission . 5 .4 . Electronic versions of maps and brochures that are useful to visitors . 5 .5 . Post the monthly electronic newsletter produced by Barnett Cox an d Associates . 5 .6 . Monitor search engine response to key words related to visiting San Lui s Obispo . N 6 . Provide written reports on activities monthly (by noon on the first Wednesday of th e month)to the City of San Luis Obispo's Administration Department to be included i n the Promotional Coordinating Committee' meeting packets . At a minimum th e reports shall include : 6 .1 . Summary of monthly website information . 6 .2 . Number of visitors to the center for the month . 6 .3 . Number of advertising fulfillment packets mailed and number of respondentsto various promotional activities . 6 .4 . Summary of monthly telephone and email information requests . 6 .5 . Type and quantity of any special materials distributed to groups . 6 .6 . Description of partnership events or promotional opportunities undertaken an doutcomes. N r Exhibit B GENERAL TERMS AND CONDITION S 1 .Business Tax .Contractor must have a valid City of San Luis Obispo business tax certificat e prior to execution of the contract . Additional information regarding the City's business ta x 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 an d complete the work hereunder in compliance with any and all federal, state, county, city, an d special district laws, ordinances, and regulations . 3.Laws to be Observed .Contractor shall keep itself fully informed of and shall observe an d comply with all applicable state and federal laws and county and City of San Luis Obisp o 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 whic h Contractor is required to pay . 5.Permits and Licenses .Contractor shall procure all permits and licenses, pay all charges an d fees, and give all notices necessary . 6.Safety Provisions .Contractor shall conform to the rules and regulations pertaining to safet y established by OSHA and the California Division of Industrial Safety . 7.Public and Employee Safety .Whenever Contractor's operations create a condition hazardous t o the public or City employees, it shall, at its expense and without cost to the City, furnish, erec t and maintain such fences, temporary railings, barricades, lights, signs and other devices and tak e such other protective measures as are necessary to prevent accidents or damage or injury to th e 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 injure d 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 th e Contractor began work . 9.Immigration Act of 1986 .Contractor warrants on behalf of itself and all sub-contractor s engaged for the performance of this work that only persons authorized to work in the Unite d States pursuant to the Immigration Reform and Control Act of 1986 and other applicable law s shall be employed in the performance of the work hereunder . 10.Contractor Non-Discrimination .In the performance of this work, Contractor agrees that it wil l not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination i n employment of persons because of age, race, color, sex, national origin or ancestry, sexua l orientation, or religion of such persons . 11.Work Delays .Should Contractor be obstructed or delayed in the work required to be don e 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 N labor due to federal government restrictions arising out of defense or war programs, then the tim e of completion may, at the City's sole option, be extended for such periods as may be agreed upo n by the City and the Contractor . 12. Payment Terms .The City's payment terms are 30 days from the receipt of an original invoic e 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 ascertai n that the services of Contractor are being performed in accordance with the requirements an d intentions of this contract . All work done and all materials furnished, if any, shall be subject t o the City's inspection and approval . The inspection of such work shall not relieve Contractor o f 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 writte n materials used by Contractor in preparing its invoices to City as a condition precedent to an y payment to Contractor . 15.Interests of Contractor.Contractor covenants that it presently has no interest, and shall no t 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 th e 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 performanc e of the work hereunder, Contractor shall at all times be deemed an independent contractor and no t an agent or employee of the City . 16.Hold Harmless and Indemnification .Contractor agrees to defend, indemnify, protect an d hold the City and its agents, officers and employees harmless from and against any and al l 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 ar e 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 al l 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 th e 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 th e contract, or its right, title or interest, or its power to execute such a contract to any individual o r 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 no t faithfully abiding by any term or condition contained herein, the City may notify Contractor i n 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 i n the notice, such shall constitute a breach of the contract and the City may terminate the contrac t immediately by written notice to Contractor to said effect . Thereafter, neither party shall hav e 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 fro m the beginning date in which the breach occurs up to the day it received the City's Notice o f 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 las t 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 o r 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 confirme d 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 t o receive in excess of the compensation quoted in its proposal . 19.Ownership of Materials .All original drawings, plan documents and other materials prepare d by or in possession of Contractor as part of the work or services under these specifications shal l 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 give n to, prepared by or assembled by Contractor as part of the work or services under thes e specifications shall be the property of City, and shall not be made available to any individual o r 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 i n limited quantities as part of the work or services under these specifications, Contractor shal l provide such additional copies as are requested, and City shall compensate Contractor for th e 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 contrac t price is attendance by the Contractor to public meetings to present and discuss its findings an d recommendations . Contractor shall attend as many "working" meetings with staff as necessary i n performing workscope tasks . N N Exhibit C INSURANC E Insurance .Contractor shall procure and maintain for the duration of the contract insurance agains t claims for injuries to persons or damages to property which may arise from or in connection with th e 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 (occurrenc e 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 an d 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 injur y and property damage . If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall appl y separately to this project/location or the general aggregate limit shall be twic e the required occurrence limit . •Automobile Liability : $1,000,000 per accident for bodily injury and propert y 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 retention s 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 respect s the City, its officers, officials, employees and volunteers ; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration an d defense expenses . d.Other insurance provisions .The general liability and automobile liability policies are t o contain, or be endorsed to contain, the following provisions : •The City, its officers, officials, employees, agents and volunteers are to b e covered as insureds as respects : liability arising out of activities performed by o r 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 specia l 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 b e 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, it s 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 includin g 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 tha t coverage shall not be suspended, voided, canceled by either party, reduced i n 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 :Vll. f.Verification of coverage .Contractor shall furnish the City with a certificate o f insurance showing maintenance of the required insurance coverage . Original endorsements effecting general liability and automobile liability coverage required b y this clause must also be provided . The endorsements are to be signed by a perso n authorized by that insurer to bind coverage on its behalf . All endorsements are to be received and approved by the City before work commences .