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HomeMy WebLinkAboutRES.688.12-02-1991 BILL NO. 91-253 RESOLUTION NO. � U � A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH THE CAPE GIRARDEAU CHAMBER OF COMMERCE FOR PROMOTING TOURISM BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU, MISSOURI, AS FOLLOWS: ARTICLE l. The City Manager, for and on behalf of the City of Cape Girardeau, Missouri, is hereby authorized to enter into an Agreement with the Cape Girardeau Chamber of Commerce for promoting tourism. A copy of said Agreement is attached to this Resolution and made a part hereof. PASSED AND ADOPTED THIS �,r7� DAY OF 19 7I . �" L..�/i / < ) --_.'_ __ � rancis E. Rhodes, Mayor ATTEST: \ , �/�� ' Juli . Dale, Deputy City Clerk AGREEMENT THIS AGREEMENT, made and entered into this llth day of December , 19�L, by and between the City of Cape Girardeau, Missouri, a municipal corporation, hereinafter referred to as the "City" and the Cape Girardeau Chamber of Commerce, hereinafter referred to as the "Chamber. " WITNESSETH: 1. TERM This contract shall run from January 1, 1992 to June 30, 1992 . 2 . SCOPE OF SERVICES The Chamber will perform services more particularly described in Exhibit A which is attached hereto and incorporated herein by reference. 3 . CONTRACT ADMINISTRATION The City designates its City Manager (or his designated alternate) as its representative to whom all communications related to the scope of work, cost, schedule, and personnel matters shall be directed. The Chamber designates Robert B. Hendrix, President of the Chamber (or his designated alternate) as its representative for all work performed under this contract. The representatives shall have primary responsibility and authority on behalf of each party to administer the contract and to agree upon procedures for coordinating the efforts of both parties. 4 . FURNISHING INFORMATION Al1 information, data, and reports as are existing, available, and necessary for the carrying out of the work shall be furnished to the Chamber without charge by the City and the City shall cooperate with the Chamber in every way possible in carrying out the services. 5 . COPYRIGHTS The Chamber shall defend, indemnify and hold the City harmless from any and all claims or causes of action, including unlimited attorney's fees and legal expenses, arising out of or based upon any alleged infringement of any copyright, or any alleged invasion or infringement of any right of any third party in connection with the Chamber's performance of work hereunder. 6. REPORTS A. quarterly Reports The Chamber shall submit an administrative progress report to the City, on a quarterly basis, which describes the work performed during the quarter. The report shall be a detailed account of every activity undertaken, an evaluation of its success, the personnel involved, and all funds expended. A duplicate copy of the financial report will be submitted to the City Collector who shall have unlimited access to all accounting records of the Chamber pertaining to this agreement. B. Yearlv Reports The Chamber shall submit a year-end report no later than September 1, 1992 incorporating the information from the quarterly reports and evaluating each step of the program. C. other Reports The Chamber shall submit to the City such other reports as may be requested or are necessary to inform the City of problems which require City action. 7 . PERSONNEL Personnel hired by the Chamber to perform the services required under this agreement shall not be employees of or have any contractual relationship with the City. All of the services required hereunder shall be performed under the Chamber's direct supervision and all personnel engaged in the work shall be fully qualified. 8 . SUBCONTRACTING None of the work or services covered by this contract shall be subcontracted or assigned without the written approval of the City. 9 . PAYMENT Payments for services under this contract will be made by the City on a monthly basis. The Chamber shall submit by the third working day of each month, for payment by the 20th of that month, a requisition for payment and a statement of services rendered. The requisition shall be accompanied by proof of payment or valid bills. The Chamber shall certify that the payment requested is solely for services rendered under this agreement. The City will compensate the Chamber only for costs actually incurred in the performance of this agreement. It is expressly understood that in no event will the total reimbursement under the terms of this contract exceed the sum of $ 150. 3Q0.�0 It is expressly - 2 - understood by the parties that payment to the Chamber for work performed under this contract shall be made solely from revenues derived from the hotel/motel/restaurant license tax. In the event that a statutory tax protest or a lawsuit is filed challenging, in any way, the validity of this license tax, Chamber may terminate this contract upon giving written notice of such termination to the City. The City shall promptly notify Chamber of any such tax protest or lawsuit. 10. TERMINATION If, through any cause, the Chamber shall fail to fulfill in a timely and proper manner its obligations under this contract, or if the Chamber shall violate any of the covenants, agreements or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Chamber of such termination and specifying the effective day of such termination. The City may, without cause, terminate this contract upon sixty (60) days prior written notice. In either such event, the Chamber and its subcontractors shall cease all work on the project and all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports of other materials prepared by the Chamber, becomes the property of the City, and the Chamber shall be entitled to receive just and equitable compensation for any satisfactory work completed on the project or on such documents or other materials. Notwithstanding the above, the Chamber shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this contract by the Chamber. 11 . RIGHT OF AUDIT A. Chamber's Books and Records: The Chamber shall keep accurate reports and other records showing in full detail the costs for which the Chamber claims reimbursement. The City may examine at any time during regular business hours such time and expense reports and other records at the Chamber's office and the Chamber agrees that it will produce such records whenever reasonably required by the City. The unrelated general books and financial records of the Chamber will not be available for examination. Any examination shall be performed at the expense of the City. If such examination should disclose that the City has paid the Chamber for labor hours which have not in fact been worked, for services not in fact rendered, or for other costs not expended in accordance with the contract, the Chamber shall refund to the City an amount equal to any such excesses. - 3 - B. Subcontractor's Books and Records: The Chamber agrees to include the substance of this section in all subcontracts to be performed on a cost reimbursable, hourly rate, or similar basis, giving to the City the right to audit, at its own expense, the books and records pertaining to any such subcontractor. 12 . INSURANCE During the performance of all work under this contract, or any subcontracts hereunder, the Chamber shall maintain the following insurance coverage at no additional cost to the City and provide satisfactory evidence of coverage prior to the commencement of any work. 1. Workers' Compensation - as required by law: $500, 000 . 2 . Comprehensive General Liability, including personal injury and contractual liability with minimum limits of: $1, 000, 000 Bodily Injury and Property Damage combined. 3 . Comprehensive Automobile Liability, including owned, non-owned, and hired cars, with minimum limits of: $1, 000, 000 Bodily Injury and Property Damage combined. All evidence issued in supporting these requirements must provide for the City as an "additional insured" , with a minimum thirty (30) day notice of cancellation. Al1 evidence of insurance is to be sent to the City Manager's Office, City Hall, 401 Independence, P. O. Box 617 , Cape Girardeau, Missouri 63701. 13 . DISCRIMINATION The Chamber agrees in the performance of this contract not to discriminate on the basis of race, creed, color, national origin or ancestry, sex, religion, handicap, or political opinion or affiliation, against any employee of the Chamber or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 14 . INDEPENDENT CONTRACTOR The Chamber is an independent contractor and nothing contained herein shall constitute or designate the Chamber or any of its agents or employees as agents or employees of the City of Cape Girardeau, Missouri . - 4 - The Chamber shall not be entitled to any of the benefits established for the employees of the City nor be covered by the Workers' Compensation Program for the City. 15 . INDEMNIFICATION AND LIABILITY The parties mutually agree to the following: A. In no event shall the City be liable to the Chamber for special, indirect, or consequential damages, arising out of or in any way connected with a breach of this contract. No claim or claims of any kind, either separately or in the aggregate, by the Chamber, against the City, and in any way arising out of or in any way connected with this contract, whether based on negligence or breach of contract, shall be greater in amount that the allowable expenses under paragraph 9 . B. The Chamber shall defend, indemnify, and hold the City harmless from and against any and all claims, losses, and causes of action arising out of personal injuries, including death, and damage to property which are incurred by any person, including the City, the Chamber or any third party arising out of or in any way connected with the services performed by the Chamber pursuant to this agreement. 16. APPLICABLE LAWS The Chamber agrees to comply with all laws of the United States of America, the State of Missouri and the City of Cape Girardeau which are applicable to work being performed by the Chamber under this contract. 17 . JURISDICTION The parties mutually agree that jurisdiction and venue for purposes of any action resulting from this contract by the parties shall be in the Cape Girardeau Circuit Court in Cape Girardeau, Missouri. 18 . NOTICES All notices required or permitted under and required to be in writing may be given by first class mail addressed to the City Manager at 401 Independence, Cape Girardeau, Missouri 63701 and the Cape Girardeau Chamber of Commerce at 601 North Kingshighway, Cape Girardeau, Missouri 63701. The date of delivery of any notice - 5 - shall be the date falling on the second full days after the day of its mailing. CITY OF CAPE GIRARDEAU, MISSOURI / . �� / ,�-+� /,<.,.�-^!``� �,.-�-"'�..- . onald Fischer, City Manager ATTEST: ✓`� ,� ..�l���(.l � �l.'.J(�..1.� .�=; Julie A. Dale, Deputy City Clerk CAPE GIRARDEAU CHAMBER OF COMMERCE Rober B. Hen rix, President ATTEST: � , � t ,�` � Linda L. Minner, Administrative Assistant [Typed Name & Title of Signer] - 6 - EXHIBIT A PURPOSE: The Chamber will attempt to develop and expand the Cape Girardeau travel industry, through marketing Cape Girardeau as the ideal site for conventions, meetings and tourist visits. PROGRAM: I . Image/Logo: The Chamber will develop a unique logo, slogan, and color combination to identify the City of Cape Girardeau. II . Convention and Tourism Sales Marketing A. The Chamber will advertise Cape Girardeau' s facilities in areas such as St. Louis, Chicago and Memphis. B. The Chamber will conduct a public relations program to inform travel related businesses and prospective conventions and group travel agencies about Cape Girardeau and its attractions. This will be done by: l . News releases to local, state and regional media as well as trade and professional organizations and publications. 2 . Speeches and Audio Visual Presentations to local civic and professional organizations upon request. 3 . A program to contact for marketing purposes, the following: (1) Local organizations (professional, civic, cultural, hobby, sports, recreational, etc. ) (2) State organizations (3) Regional Organizations (Missouri/Illinois/Kentucky/ Tennessee/Arkansas area) (4) Business and industrial organizations (5) Educational and religious organizations III. Convention Bidding The Chamber will have available services such as: A. Bid Portfolio including all details of City facilities and services. B. Audio-Visual Presentation by Chamber staff consisting of a slide or video tour of the City. C. Customized Bidding consisting of formal bids by staff for selected meeting site and hotel. IV. Convention Planning The Chamber will : A. Provide meeting check list to insure total convention success and effectiveness. B. Coordinate auxiliary activities for spouses and families of convention goers. C. Outline publicity strategy. D. Supply literature for pre-convention mailings. V. Convention Implementation A. The Chamber shall provide registration services such as: 1. Typewriters (jumbo type) for name tags. 2 . Typists - to assist in registration and typing of name badges. 3 . Name badges. 4 . City information packets. - 2 - B. The Chamber will coordinate welcoming addresses with City officials for official greetings. VI . Service to Travel Industry The Chamber will: A. Conduct "hospitality host" training sessions for front line personnel. B. Provide information brochure for distribution through motels, restaurants, etc. C. Contact local "industry" to gather travel data and discuss mutual needs and concerns. D. Produce quarterly newsletter to keep local travel industry and interested parties abreast of local, state, and national developments. VII . Research for marketing decisions. The Chamber will : A. Develop surveys to measure awareness and image of Cape Girardeau in primary markets such as St. Louis, Chicago, and Memphis. B. Develop surveys to measure convention and tourism expenditures in the community. C. Participate in the Missouri Division of Tourism Annual survey. D. Tabulate monthly convention activities and report statistics on number of conventions, convention days and economic impact. VIII . Tour and Travel The Chamber will: A. Initiate regional tourism contacts through groups such as the River Heritage Association and Missouri Travel Council, etc. - 3 - B. Develop a variety of circle and drive through tour itineraries. C. Encourage development of additional tourist attractions. - 4 -