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HomeMy WebLinkAboutVisitor Information Services Contract 2010I AGREEMENT TO PROVIDE VISITORS INFORMATION SERVICE S THIS AGREEMENT is made and entered into in the City of San Luis Obispo o n this 2(g44''day of Jell ,2010, by and between the CITY OF SAN LUI S OBISPO, a municipal corOoration, hereinafter referred to as City, and ; the SAN LUI S OBISPO CHAMBER OF COMMERCE, INC ., a nonprofit corporation, hereinafter referre d to as Contractor. WITNESSETH : WHEREAS,the City desires to contract with the Chamber of Commerce t o promote its advantages as a travel destination for tourists, disseminate visitor informatio n and properly respond to inquiries about activities taking place in the City ; an d WHEREAS,Contractor is qualified and its visitors center is equipped to carry ou t 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 initially entered into an Agreement o n August 18, 2005 for visitor center services and as recommended by the Promotiona l Coordinating Committee, the City wishes to continue to contract with the Contractor fo r these services ; 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, 2010 until Jun e 30,2011 . 2 .INCORPORATION BY REFERENCE .The scope of work, attached as Exhibit A to this agreement is incorporated herein by reference . 3 . REPRESENTATION FOR PROGRAM COORDINATION . 3 .1 City .The City Manager or his or her designated representative shall b e 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 Contracto r at the commencement of the term of this agreement . Lindsey Miller, Marketing Directo r of Contractor, is designated as the Project Manager . Should circumstances or condition s subsequent to the execution of this document require a substitute Project Manager fo r any reason, the Project Manager designee shall be subject to the prior written approval b y the City Project Manager . O 4.CITY'S OBLIGATIONS . 4 .1 . Ongoing Services .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 twelve (12) monthly installment payments, in the amount of Si x Thousand Three Hundred and Seventy Five ($6,375),for a total of Seventy Si x Thousand Five Hundred Dollars ($76,500) for FY 2010-1 1 5.CONTRACTOR'S OBLIGATIONS . 5 . 1 . Scope of Work - Exhibit A .For and in consideration of City's promises and the payment obligations, Contractor shall provide services as described i n Exhibit A attached hereto and incorporated by reference into this Agreement . 5 .2 . Coordination of Efforts with other Contractors .Contracto r acknowledges the potential for duplication of efforts and costs as a result of the City's agreements with other contractors under its Community Promotions program . To coordinate efforts, Contractor shall participate in monthly meetings of the Promotiona l Coordinating Committee' and its Marketing Subcommittee, and shall provide a 60-da y action plan at the meeting . In performing its services under this agreement, the Contracto r agrees to make every reasonable effort to coordinate activities and to identify and avoi d duplication of costs associated with the Promotional Services . 5 .3 Promotion of City Properties .Contractor agrees that during it s promotion of City and fulfillment of the terms of this contract that it shall promote all City o f San Luis Obispo lodging properties, whether or not they are member of the San Lui s Obispo Chamber of Commerce . Contractor specifically acknowledges that thi s 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 t o a list of non-member properties . 6.GENERAL TERMS AND CONDITIONS .Contractor shall meet all genera l terms and conditions as specified in Exhibit B, attached and incorporated herein b y reference . 7.INSURANCE .The Contractor shall procure and maintain for the duration o f the contract insurance which meets the requirements of Exhibit C, attached an d incorporated herein by reference . As evidence of this insurance, the Contractor shal l provide the City with both, a Certificate of Insurance and an Endorsement naming the Cit y 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 the Cit y Council, or the City Manager for amounts up to the authority granted to the City Manage r by the City 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 Clerk City of San Luis Obisp o 990 Palm Stree t San Luis Obispo, CA 9340 1 Chamber of Commerce 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 , City Contractor A Municipal Corp .) atio n'VByI KatieElaina Cano, City Clerk APPROVED AS TO FORM :CONTRACTO R By : Dave Garth, President/CE O San Luis Obisp o Chamber of Commerce stine Dietrick, City Attorney EXHIBIT A SCOPE OF WORK FOR VISITORS INFORMATION SERVICE S 1.Assist in implementing the City's Tourism Efforts, Goals, and Objectives . 1 .1 . Continue to maintain and improve upon strategic alliances including supportin g partnership opportunities with the San Luis Obispo Vintners, Cal Poly Ope n House & Alumni relations, the Arts Community on special events, the City's Parks and Recreation Department through special events and marketin g opportunities and Grants-in Aid recipients and allow the use of the Visitors ' Center as an outlet for events . 2.Use the City of San Luis Obispo's Community Promotion's Brand,San Luis Obispo, Sincerely California in visitors information materials commissioned and paid for b y the City of San Luis Obispo . 3.Maintain a public office in a central location in Downtown San Luis Obispo for visito r information (the "Visitors Center') that has regular hours that suits the needs o f 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 anticipated redevelopment and seismic retrofit of the property . The Chamber agrees t o provide 30-day written notice to the City of any relocation of the Visitor s 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 a s an activity resources and a referral agency to the City's lodging members . 4 .4 . Maintain 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.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' monthly meeting packets . At a minimu m the reports shall include : 5 .1 . Summary of activities & achievements relating to work scope as outlined i n Exhibit A 5 .2 . Number of visitors to the center for the month . 5 .3 . Number of respondents to various promotional activities for the month an d aggregated total . 5 .4 . Summary of monthly telephone and email information requests . 5 .5 . Type and quantity of any special materials distributed to groups . 5 .6 . Summary of partnerships with event organizations in the Visitors Cente r 6 . Once a quarter, present the PCC with a detailed oral report highlightin g achievements as compared to the ,work scope and elaborate on upcoming plan s and events . O Exhibit B GENERAL TERMS AND CONDITION S 1.Business License and Tax .Contractor must have a valid City of San Luis Obispo busines s license and tax certificate prior to execution of the contract . Additional information regardin g 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 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 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 any 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 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 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 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 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 . 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 . 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 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 :Vll . f.Verification of coverage .Contractor shall furnish the City with a certificate o f insurance showing maintenance of the required insurance coverage . Origina l endorsements effecting general liability and automobile liability coverage required by 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 .