HomeMy WebLinkAboutVisitor & Tourist Information Activities 2003~11-o3
THIS AGREEMENT is made and entered into in the City of San Luis Obispo o nthisIIday of 9j0 `3 ,by and between the CITY OF SAN LUI SOBISPO, a municipal corporation, hereinafter referred to as City, and ; the SAN LUI SOBISPO CHAMBER OF COMMERCE, INC ., a nonprofit corporation, hereinafter referre dto 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 dproperly 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 ;
NOW THEREFORE,in consideration of their mutual promises, obligations, an dcovenants hereinafter contained, the parties hereto agree as follows :
1.TERM .The term of this Agreement shall be from July 1, 2003 until Jun e30, 2005 .
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 esubject 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, City agrees to cooperate with Contractor and Contractor shall receivecompensation as follows :
2003-04 2004-0 5
Visitor's Service/Tourist Information Activities $79,000 $81,370
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 8/5/03
Page 1
AGREEMENT TO PROVIDE VISITOR & TOURIST INFORMATION ACTIVITIE SJs.::..~'>;.'~3';:m't;:y.~..k..:'`„!tom+£s~':,Yi'?.1F~''i''
Payment shall be made in four installments, as follows :
•September 1, 2003 $39,50 0
•January 30, 2004 $39,50 0
•July 31, 2004 $40,68 5
•January 31, 2005 $40,685
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 2003 .
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 an independent agency 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 t o
participate in monthly meetings of the Promotional Coordinating Committee's Marketin gSubcommittee 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 ePromotional 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 s
Obispo 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 15% of Funds .Contractor shall allocate 15% of th e
City's annual compensation ($11,850 in 2003-04 and $12,206 in 2004-05) for th e
maintenance and improvement (both aesthetically and operationally) to the visitslo .co mwebsite. The nature and extent of any improvements or changes to the site shall b emutually agreeable to both parties .
6 .GENERAL TERMS AND CONDITIONS .Contractor shall meet all genera lterms and conditions as specified in Exhibit B .
Chanter Visitors Center Service Agreement 2003-05
Final Doc &S103
Page 2
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 thi s
insurance, the Contractor shall provide the City with a Certificate of Insurance and a n
Endorsement 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 Stree t
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 .
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 8/5/03
Page 3
City
Contractor
CITY OF SAN LUIS OBISPO ,
A Municipal Corporatio n
By
Dave Romero, Mayo r
APPROVED AS TO FORM :
an Lowell, City Attorney
CONTRACTO R
By:-
Dave 'Garth, President/CEO
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 83/03
Page 4
EXHIBIT A
SCOPE OF WOR K
A .Maintain public office in central location for visitors information (the Visitor s
Center) that has regular hours that suit the needs of visitors .
A .1 . The public office is presently located at 1039 Chorro Street in downtow n
Luis Obispo, just a few buildings down from the historic Mission San Lui s
Obispo de Tolosa . Contractor anticipates maintaining this location durin g
the term of this Agreement and will provide City with written notice shoul d
the location change .
B .Provide high level of personal customer service to visitors .
B.1.Provide adequate number of employees to handle the flow of the visitor s
to the Visitors Center .
B.2.Train staff to provide service .
B.3.Answer high volumes of telephone call s
B.4.Serve as the key contact for residents and potential visitors as well as a
referral agency for residents and potential visitor s
B .5 Respond to written requests for informatio n
C .Provide information to visitors about San Luis Obisp o
C.1.Maintain an annual events calenda r
C.2.Dispense City maps, hoteVmotel directories, visitors guides, brochures ,
pamphlets, and general statistics about the communit y
C.3.Maintain and dispense economic profiles and business data about th e
City of San Luis Obispo, information on local groups and variou s
directories .
D .Maintain the visitslo .com website
D.1.Within 60 days of the ad contractor receiving approval for a "bran d
image", implement changes to the site to reinforce the brand image .
D.2.Maintain site that addresses the goals and objectives of the City of Sa n
Luis Obispo's Tourism Marketing Plan 2003 and that is equal to or bette r
than its regional competition .
D.3.Address technical difficulties, minimize website interruptions and alert Cit y
of any long term interruptions in service .
D.4.Provide fulfillment services to advertising respondents and othe r
information seekers who do so electronically .
D.5.Optimize website search engine hits .
D.6.Collect data from visitors to the website that further define the profile o f
the average visitor and refine the marketing campaign .
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 8/503
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E.Assist in disseminating and promoting any brand images developed for the City's
Community Promotions Progra m
F.Assist in achieving the Tourism Marketing Plan's goal of maintaining an d
improving upon strategic alliances by supporting special events through th e
promotion of them to visitors and residents, e .g . selling tickets .
G.Monthly, by the first Wednesday, provide written reports on Visitors Cente r
activities in to the City of San Luis Obispo's Economic Development Manager to
be included in the Promotional Coordinating Committee' meeting packets . At a
minimum the reports shall include :
G.1.Number of visitors to the Center : by day and where applicable day us e
and extended hour us e
G.2.Number of advertising fulfillment packet s
G.3.Visitslo .com website information including : number of distinct visits to th e
site, additions to the email database, top three most viewed pages ,
additions or modifications to the site, amount of budget expended o n
maintenance and improvement in dollars or person hours (however th e
expense was incurred).
G.4.Materials and quantities distributed to individuals and group s
G .5 Most frequently requested information for the mont h
G.6.Strategic alliances supported and outcome s
G.7.Number of respondents to promotional activities
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 8/5/03
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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 to
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 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 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 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 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, o r
Chamber Visitors Center Service Agreement 2003-05
Final Doc 8/5/03
Page 7
Exhibit B : General Terms and Condition s
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 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 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 degre e
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 thi s
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 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 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.Year 2000 Compliance .The Contractor warrants that the goods or services provided to th e
City, including those provided through subcontractors, are "Year 2000 compliant." For the
purpose of this contract, "Year 2000 compliant" means that goods or services provided to th e
City will continue to fully function, fault-free, before, at and after the Year 2000, withou t
interruption or human intervention ; and if applicable, any data outside of the date range 1990 -
1999, including leap years, will be correctly processed in any level of computer hardware o r
software, including, but not limited to, microcode, firmware, application programs, files and dat a
bases . This warranty supersedes all warranty disclaimers or limitations, and all limitations o n
liability, otherwise provided by the Contractor .
Upon request by the City, the Contractor will provide the City with a description of its Year 200 0
compliance strategy, or statement of why this is not relevant to contract performance .
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 8/5/0.3
Page 8
Exhibit B : General Terms and Condition s
18.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 .
19.
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 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 las t
milestone or task satisfactorily delivered or completed by Contractor as may be set forth in th e
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 .
20.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 shal l
become the permanent property of the City, and shall be delivered to the City upon demand .
21.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 .
22.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.
23.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 .
Chamber Visitors Center Service Agreement 2003-05
Final Doc 8/5/03
Page 9
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) coverin g
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 twice
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 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 specia l
limitations on the scope of protection afforded to the City, its officers, official ,
employees, agents or volunteers .
Chamber Visitors Center Service Agreement 2003-0 5
Final Doc 8/5/03
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Exhibit C : Insurance
•For any claims related to this project, Contractor's insurance coverage shall b e
primary insurance as respects the City, its officers, officials, employees, agent s
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 clai m
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 b y
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.Verification of coverage .Contractor shall furnish the City with a certificate of
insurance showing maintenance of the required insurance coverage . Origina l
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 b e
received and approved by the City before work commences .
Chamber Visitors Center Service Agreement 2003-05
Final Doc 8/5/0 3
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