HomeMy WebLinkAboutFresno Convention and Visitors Bureau Contract to Promote Conventions and TourismFRESNQ REPORT TO THE CITY COUNCIL AGENOAITEMNO, Z-30pm
COUNCIL MEETING 8/26M
APE aY
JTi.V.
August26:2008
ANDREW T. SOUZA, CITY MANAGER
Officer of the City Manager
CONTRACT WITH THE FRESNO CONVENTION AND VISITOR'S BUREAU (FCVS) TO
PROMOTE CONVENTIONS AND TOURISM FOR THE CITY (CITY)
KEY RESULT AREA
Economic Development
RECOMMENDATIONS
Staff recommends approval (orate contract with the Fresno Convention and Visitors Bureau to promote
conventions and tourism for the City of Fresno
WA 4441194-Y9fIfVt f
The City's Contract with SMG for operations of the Fresno Convention and Entertainment Center (FCEC)
calls for Me Convention and Visitor's Bureau (CVB) to Contact with SMG for the convention and tourism
services they provide the City of Fresno. The City's funding of these services was passed-thmugh SMG
to Me CVB. Based upon operational and fiscal changes Chet have occuned at rhe CVB since the time of
the Cry's contract with SMG, City staff, SMG, and Me CVB believe the City will be better served by
contractino tllrectiv with the CVB.
SMG began operating the FCEC in January of 2004. Based upon the situation at that time, it was
determined that the CVB would provde convention and tourism services through a subcontract
agreement with SMG. Since that time the CVB has faced a significant number of changes and
Challenges, resulting In a slgndioardy different organization today than what edsted in January of 2004.
As a result of Nese changes, staff from the City, SMG, and Me CVB all agrees Mat Ne City will be better
served by having Ne CVB contract directly with Me City.
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• SUBJECT TO MAYOR'S VETO Ua VL/o4
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The contract for services with the CVB, as proposed. will run for an initial Or roe year paned, and will ba
automatically renewed each of the fallowing years, unless either party gives notice of a desire to modify
or connote the agreement six months prior to the end of the contract year. The contract calls for an
annual fee to the CVB of $1.2 million, which is included In the fiscal year, 2009-2009 budget. The
compact also allows the CVB to ears a performance incentive of 6%of the increase in the amount of the
total gross revenues received by hotels or other establishments which are subject to the City's Transient
Occulo ncv Tax.
The CVB is required use Its best efforts to meet or exceed an annual increase of 5% in the number of
future mom nights and conventions booketl by the CVB. Bureau shall also use its best effod6 to
demonstrate annual Improvement of two percent (2%) in Fresno County's market share of CelRomia
tourism using the annual State Department of Commence, Division of Tourism. Dean Runyon Report.
Report dated 2006 demonstrate Fresno County at 1.2% of California market share.
The CVB wall provide the City with quarterly rapers of their activities, and to provide a
marketinglbusiness plan by September 1 of assn contract year, The City may also require an
independent audit of pre CVB operations at any dome throughout the life of the contract.
FISCAL IMPACT
for the $1.2 million base contract is Included In the fiscal year 2008-2009 budget.
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AGREEMENT
City of Fresno & Fresno Convention and Visitors Bureau
THIS AGREEMENT is made and entered into as of the day of
August a,, 2008 (the "Effective Date'), by and between Ne City of Fresno, a
municipal ca wration (hereinafter retained to as "City'), and FRESNO CITY and
COUNTY CONVENTION AND VISITORS BUREAU, a California non-profit
corporation (hereinafter refened he as "Bureau").
RECITALS
WHEREAS. on the 1st day of January, 2004, the City entered Into a
management agreement (herein regained to as the "Management Agreement")
with SMG, a Pennsylvania genal Partnership (herein referred to as "SMG'),
obligating SMG to conduct and perform sales and monitoring services on behalf
of Ne Fresno Convention Center consisting of Ne Saroyan Theism. Selland
Arena, the Robert A. Schoahler Convendim Center, Exhibit Hall and the Ernest
E. Valdez Exhibit Hell (formerly lmown as Exhibit Hall South) located downtown
in the City of Fresno; and
WHEREAS, Bureau is a 1 (6) California non-profit caryaation, with
an independent board of Directors ("Board" and staff; whose mission is to
promote, solicit, advertise, and stage convention, amateur athletic events,
special events, and other gatherings in the Fresno area, and to facilitate the
cooperation of various commercial entities, business interests, and other
community organizations in order to pronwM City and County of Fresno as
location for visitors and tourism; and
WHEREAS, on February 15, 2004, with Ne consent and approval of Me
City and as contemplated in the Management Agreement, SMG entered into a
subcontract with the Bureau obligating the Bureau to perform many of the duties
imposed on SMG in the Management Agreement; and
WHEREAS, the City now agrees to amend the Management Agreement
With SMG, to alieve SMG of any responsibility for subcontracting or supervising
the Bureau with respect to the provision of promotional services related to the
Fresno Convention and Entertainment Center, to enter into a new contract
directly between the City and the Bureau requiring that the Bureau promote,
solicit, and advertise and stage conventions athletic events, special events and
other gatherings, within the Ciry and County of Fresno and generally promote the
City and County as a location for visitors and tourism, and providlig that the City
will compensate Me Bureau for those services.
NOW THEREFORE, in consideration of the mutual covenants and
undertakings set forth herein, the mutual receipt antl sufficiency of which Is
hereby acknowledged, City and Bureau agree as follows:
ARTICLE
SERVICES AND OBLIGATIONS
1.1. Scope of Bureau Services. Bureau shall'.
a. Market, promote, and book the entire Fresno Convention Center
complex with conventions and other events that generate revenue for City as
Bureau's primary and overriding mission, as stated In the foregoing medals;
b. Recent, create, market, host, promote amt coordinate conventions,
small meetings and tourism packages, events and other activities that will
generate a positive economic impact upon the Ciy,
C. Provide opportunities for local businesses to he associated with
conventions and other subafi res and to enjoy me recognition and value that
accompanies such events;
d. Service conventions and special events in City by supplying
badges, printed materials, banners, posters, pamphlets and periodicals;
e. Work cooperatively wdh City by providing monmly hearings as well
as written quarterly reports regarding all Bureau activlges and the economic
impact of these activities and ameclions,
f. Develop and maintain working relationships with City to maximize
revenue for City by booking conventions ark other events at the Fresno
Convention Center,
g. Encourage private Investment in Fresno, Including, wlmout
limitation, the building of a new hotel in downtown Fresno, and the upgrading of
local hospitality, tourism and convention faGlNes,
In Strategically position Fresno as a premier destination and a
preferred site for hosting conventions and other events through advertising, direct
mail and Me attendance at trade me"; and
I. Otherwise, perform in accordance with mese Performance
Standards set font In Article 11 thoraco.
J. Enhance the Image of Fresno City and County while selling
conventions, meefings. and the Fresno City and County area as a tourist
destination
k. Make its bast efforts to display Fresno and County with a positive
Image In order to attract visitor: for events, shopping, attractions, recreation and
cultural events.
Apportion Its time and short equally between convention sales and
Me promotion of tourism,
1.2. CM Resoonslblllle Cityshall:
a. Work cooperetively with Bureau in marketing, promoting, and
booking the Fresno Convention Center,
b. Provide In a timely fashion to Bureau all funds appropriated to
Bureau by City; and
C. Provide a timely response to all Bureau briefings and reports.
1.3. Prohibited Acenties. Bureau shall not:
Provide gifts or rewards to any soared, wage or compact employee
of City, In accordance all City of Fmsno Administrative Order No. 5-7,
b. Acquire any assets for use by or contribution to City, except as
presorted in Chapter 3, Article 1 of Me Fresno Municipal Coda.
1.4, Term The term of this Agreement shall be from the Effective Date
relroactive tu3uly1, 201 through June 30, 2011. Itis agreed that the
Agreement will autonatically be renewed for consecutive one-year terms
thereafter, provided brat in the event eller party gives nooks to the other party
six moths or more prior to the and of any term of that parry's desire to modify or
terminate any portion of this Agreement. the Agreement shall automatically
terminate at the end of the current term when notice is given unless the parties
agree on the terms of a revised agreement prior to that date.
1.5. Contract Price. Throughout the term of this Agreement, as
consideration forthe performance of its duties as proscribed herein, the City shall
pay to Bureau the sum of $1.2 million per fiscal year, said sum to be paid In
quarterly Installments commencing during. the first quarter of me Effective Date.
In addition to the above, the City shall pay to the Bureau an amount equal to six
percent (6%) of the Increase in the amount of total grass revenues received by
hotels, motels, of other establishments subject to the City'a Transient Occupancy
Tax, beginning with the year 2008-2008, over the amount of me gross sale
revenues collected by hotels, motels and other establishments subject to the
City's Transient Occupancy Tax during the 2007-2008 fiscal year (the 'Base
Year). Said Incentive fee based upon the above percentage of gross revenues
collected by hotels, motels an other establishments subject to the City's
Transient Occupancy Tax shall be payable In quarterly installments thirty (30)
days following the lest day of each March, June, September and December
following the Effective Date based on the amount collected during the
corresponding quarter of the Base Year; provided that in the event the aggregate
amount of gross revenues collected by the above defined entities at the end of
any flawl year during the Term of Nis Agreement fall to exceed the gross
revenues whetted or received adding me Base Year, then the prior incentive
fees advanced during that Racal Year shall be offset against the next quarterly
Incentive fees owed by the City to Bureau until the total annual of any overage
paid has been fully recovered by the City.
1.6. A000intnent to Boats of Diredors. During the term of this
Agreement, Bureau agrees that the Fresno City Manager or hielher designee
shall serve as a member of Board of Directors; of the Bureau. Bureau also
agrees that City Manager or restrain design" shall serve on the Executive
Committee and Budget Committee of me Bureau.
17 Combat Administrator. This Agreement shall be administered on
behalf of City by me City Manager or hlsther designee.
ARTICLE II
BUREAU PERFORMANCE STANDARDS
2.1. Stardom Reouiretl For each fiscal year of this Agreemonp Bureau
shall use its best efforts to meat or exceed me number Mfuture room nights and
Me number of conventions booked by Bureau ever Me amount booked by the
Bureau during me Immedlately preceding 12-rnonth pend by 5% or more. For
purposes of this Section 2.1, the term'converdlon' shall be defined to include
meetings, events, and special packages. Bureau shall also Use its best efforts to
reach been percent (2%wfillkt l yel,'ye@(g in Frear County's market share of
California tourism using the annual State DepaNUent of Commence, Division of
Tourism, Dean Runyon Report. Report dated 2006 demonstrate Fresno County
at 1.2% of California market share.
111
ARTICLE III
REPORTING, DOCUMENTATION & INSPECTION
3.1. Genera. Bureau shall file the requested reports and establish
and maintain records In accordance with those requirements prescribed. by City
with respect to all matters covered by this Agreement Failure by Bureau to
provide the required Information thirty days following the delivery by the City of a
written demand therefore shall be grounds for delay or denial of any further
payments hereunder by City until said delinquency is cured
3.2. MonthN Uodagia On or before the 5th day of each month during
Me Teen of this Agreement, Bureau shall brief the City Manager or his/her
designee on all activities of Bureau, including the scheduling of events, mom
night bookings, and the economic impact the City has or will receive tram Fresno
Convention Center bookings and events during the previous month. City may
elect to receive such updates either in person or in writing or both.
33. Quarterly Reports. Bureau shall submit to the City Manager or
histher designee a quarterly written report Identifying the nature and scope of
Bureau's activities performed relative to this Agreement, including the scheduling
of events and room night bookings, and the economic Impact realized by the City
from arMotles at the Fresno Convention Center during Me previous calendae
quarter and current year-to-cate- Such reports shall submitted to the City
Manager or hisrher designee not later than October 15, January 16, April 15 and
July 15 of each war. Each report shall also specify:
(a) Convention dales;
(b) Facilities used by each convention;
(c) The number of actual mom nights utilized by conventions held at
the Center;
(d) Sponsoring organization;
(a) The number of persons who attended each convention;
(f) The number of convention leads pretlucer;
(g) Conventions backed with corresponding projected delegate count;
(h) Projected economic Impel; and
(I) Hotel mom nights generated for the previous three (3) months.
3A. Annual Marketing & Business Plan. On or before September 1 of
each year during the term hereof. Bureau shall submit to the City Manager or
hlslher designee a marketing/business plan for the nein calendar year. The
marketing plan shall Include (1) specific convention marketing goats, (2) the
number of convention leads generated and (3) the number of conventions
booked during the previous fiscal year including estimated mom nights,
estimated allendence, and estimated revenue potential. In addition, Me
marketing plan shall include inf rimmon on Bureau's best efforts to achieve
tourism marketing goals and programs during Me previous fiscal year. This
mad etinglbusiness plan shall specify marketing goals in the following categories:
conventions, events, and special events, spapfidally those held In Fresno
Convention Center facilities. The marketinglbusiness plan shall also Include a
report Indicating the number of visitor inquiries received during the previous fiscal
year. Bureau shall also include the number of visitors to the Fresno area and
Meir estimated ecora mic impact to City and County of Fresno.
3.5. Repeal &recorded. At any Bme for a pence of three (3) years
after final payment and for Me period of time required by law, Bureau shall
(1) make available to City for examination all of Bureau's records and data with
respect b the matters revised by this Agreement or other relevant aspects of its
business activities and (it) Bureau shall permit City to audit, examine, add make
excerpts or transcripts from these records and data mammary to ensure
Bureau's compliance with Me terms of his Agreement.
3.6. Annual Financial Report. Within ninety (90) days after the and of
each of Bureau's fiscal years during Me tern hereof. Bureau shall submit to Me
City Manager or hislher designee annual audited I nanclal statements in a form
mutually agreeable to both parties. Said financial statements must be
accompanied by an unqualified "clean" opinion provMed by an Independent
canal public accounMM approved by City and shall include, W a minimum, the
presentation of comparative financial statements, which include a balance sheet,
statement of revenues and expenses, statement of changes in equity, and
statement of changes in cash position.
3.7, Amounting Practices. Bureau shall keep financial records
consistent with Generally Accepted Accounting Principles. Said records shall
Include but not the limited to a statement(compilation of
(a) all income including City contributions, membership dues, and
unt"Ilaneo0a RVanee: and
(b) the following expense dategones:
(1) Employee services,
(2) General fixed operating expenses.
(3) Membership promotion expanses,
(4) Convention sollcitabcn,
(5) Convention services,
(S) Special event promotion, and
(7) Visitor madceting.
3S Openness Audd. City may require an independent audit of Bureau
operations by an auditor selected by City at the commencement of this
Agreement and any lime thereafter as requested! by. CM shall provide
reasonable notice of an operations audit to Bureau.
ARTICLE IV.
SUBCONTRACTS, USE LICENSE AGREEMENTS
4.1. Subcontracts. Bureau may enter Into contacts with one or mare
third pates to tarty out a portion of those services to be performed by Bureau
hereunder, provided, however, that all Bureau shall be and remain responsible to
City for Me proper performance of any subcontract on the same terms and
conditions applicable to Bureau under this Agreement.
4.2. Use License Agreements. Both part es agree that it shall be the
solo responsibility of City to negotiate and execute use license agreements for
the Fresno Convention Center,
ARTICLE V.
CONFLICTS OF INTEREST,
PROHIBITION POLITICAL ACTIVITY S LOBBYING
5.1. Concocts of Interest. Bureau and its officers, directors of the
Bureau ("Directors"), employees, agents, and subcontractors shall comply with
all federal, state, and local conflid of interest laws, statutes, and regulations. In
any award, Bureau and its officers, Directors, members, employees, agents, and
subcontractors shall not enter into any proposed material transaction or sense of
transactions, g any person who is then one of its Directors, employees, or officers
would, directly or Indirectly, receive any Income as the result of such a proposed
transaction or series of transactions. However, to the extent consistent with
Federal, State and Local laws, Board may approve a proposed trams loo
involving Bureau and its opposes, Directors, members, employees, agents, and
subcontractors if after conducting a reasonable Investigation and poor to
consummating the transaction (I) Board approves the proposed transaction or
series of transactions or any part thereof, with knowledge of the midwest fads
concerning the transaction or series of transactions; and (ti) Board determines in
good faith by a vote of a majority of Directors then In office wMeaud counting the
vote of the interested Director or Directors. that (1) The proposed transaction or
sedes of transactions Is for the Bureau's benefit: (2) the proposed transaction Is
fair and reasonable as to Bureau; and (3) the Bureau cannot obtain a more
advantageous arrangement with reasonable efforts under the circumstances.
For the purposes of this section, the term material shall be defined as any
t ansactron or series of transactions greater than $2,000.0.
5.2. political Acwty Prohibited, None of the funs, materials, property
or services provided directly or indirectly under this Agreement shall be used by
Bureau for any NIMIcal activity, or to further the election or defeat of any ballot
measure or candidate for public office.
5.3. Lobbying prohibited. None of the funds gmvided under this
Agreement shall be used by Bureau far publicity, lobbying or propaganda
purposes designed to support or defeat legislation pending before any legislative
body.
ARTICLE VI.
INSURANCE, INDEMNIFICATION
6.1. Indemnification. To the furthest extent stewed by law, Bureau shall
indemnify, hold harmless and defend City an each of its officers, officials,
employees, agents and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether In contract, sort or stect liability,
Including but hire limited to personal month death at any time and property
damage), and from any and all claims, demands and actions In law or equity
(includingreasonable adomay's fees an litigation expenses) that arse out of,
pertain to, or relate to the negligence, recidessness or wilfful misconduct of
Bureau, its principals, officers, employees, agents or voluntesns in the
performance of this Agreement.
If Bureau should subcontract all or any fended of Ne services to be
performed under this Agreement, Bureau shall require each subcontractor to
Indemnify, hold harmless and defend City and each of as officers, officials,
employees, agents and volunteers In accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
I/
8.2. Insurance.
(a) Throughout the life of this Agreement, Bureau shall pay for and
maintain in full force and effect all insurance as required in Exhibit A or as may
be authorized and any additional Insurance as may be required In writing by
Cil" Risk Manager or hislher designee M any lime and in Halter sole
discretion.
(b) If at any time during the life of the Agreement or any extension,
Bureau or any of its subcontractors fail to maintain any required insurance In NII
force and affect, all services and whelk under this Agreement shall be
discontinued immediately, and all payments due or that become due to Bureau
shall be withheld until notice Is received by City that the required Insurance has
been restored to full force and effect and that the premiums therefore have been
paid for a perked satisfactory to City. Any failure to maintain the required
Insurance shall be sufficient cause for City to terminate this Agreement. No
action taken by City pursuant th this section shall In any way relieve Bureau of its
responsibilities under this Agreement. The phrase Yall to maintain any required
insurance' shall Include, without limitation, notification received by City that an
insurer has commenced proceedIns, or has had proceedings commencad
against it, Indicating that the Insurer Is insolvent.
(c) The fact that insurance is obtainet by Bureau shall not be deemed
to release or diminish the liability of Bureau, Including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to Indemnity City
shall apply to all claims and liability regardless of whether any Insurance policies
are applicable. The policy limits do not ad as a limitation upon the amount of
indemnification to be provided by Bureau. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the
III of Bureau, its principals, officers, agents, employees, persons under Me
supervision of Bureau, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) Upon request of City, Bureau shall immediately furnish City with a
complete copy of any insurance policy nequired ureter this Agreement. Including
all endorsements, with hard copy certified by the underwriter to be a true and
coned copy of the original policy. This requirement shell survive expiration or
temena6on of MIs Agreement.
(a) If Bureau should subcontrad all or any portion of the services In be
performed under Nis Agreement, Bureau shall require each subcontractor to
provide Insurance protection in favor of City and each of its officers, officials,
employees, agents and volunteers in accordance with the terms of this section,
except that any requlre i certificates anal applicable endorsements shall be on file
with Bureau and City prior to the commencement of any services by the
subcontractor.
ARTICLE VII
DATA, COPYRIGHT, USE OF NAME AND PROPRIETARY INFORMATION
7.1. Property of Bureau. All data and other maenals that Bureau
prepares in performing services under the terms of this Agreement shall be the
exclusive property of Bureau, and Bureau shall own all copyrights for such data
or other material and have unlimited right to use, produce, disclose and publish
any such data in any manner whatsoever.
7.2. Proprietary Information and Trade Save%, Bureau agrees Mat it
shall not in anyway or by any means, use or duplicate any proprietary,
Information, including trade secrets, belonging to City, so long as City designates
to Bureau that any such information is pmpdetary and constitutes trade secrets.
ARTICLE VIII
TERMINATION
8.1. Terminal City may terminate this Agreement if Bureau talks to
meet the perfdrmance standards specified in Ar le II or comply with any other
provision in this agreement. City snail first give Bureau written notice of Qty's
belief that i( has reasnn(s) to termini this agreement Bureau shall Than have
thirty (311) days train the auto of such nptlpe to correct all concerns identified In
the notice. In the event The Bureao fails to address tlhoseconcerns a o manner
acceptable to the City wlmtn said thirty (30) day period, City Pay terminate this
agreement by written Petite to Bureau. In that event all finished or unfinished
work prepared by Bureau shod become property of City, and Bureau shall he
entitled to all unpaid tonesntation fur work performed until such termination. All
unpaid funds appropriated fur Bureau shall be forwamed to Bureau by Qty within
parry (30) days of temfnation of rho Management Agmar ent. The parties can
terminate (his Agreement without cause in accordance with die noticing provision
1.4.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1. Independent Connector. While furnishing the services provided for
herein, Bureau shall be acting as an independent contactor. Neither Bureau, Per
any of its officers, associates, agents or employees shall be deemed an
employee of City for any purpose. City expressly disclaims any respoluffi tty for
or obligations pertaining to Bureau's employees; e.g., hiring, termination,
benefits, workers compensation, and/or taxes or any obligations arising from this
Agreement.
92 Assignment. Bureau shall not assign or transfer any interest in this
Agreement without obtaining the prior written approval of CV.
9.3. Amendments. This Agreement may be modified only by a written
amendment approved and executed by both parties.
9.4. Severabtllty. If any provision of this Agreement is determined to be
unenforceable or Invalid, such deteoninabon shall not affect Me validity of the
other provisions container) In this Agreement. Failure to enforce any provisions of
this Agreement does not affect the rights of the partles to enforce any other
provision of this Agreement at any time.
9.5. Notices. Except as otherwise expressly provided Inthis
Agreement, all notices, requests, demands, and other communications required
under this Agreement shall he In wrli ng and shall be seemed to have been given
(i) on the date of service, If served personally on to person to whom notice is Is
tie given, (ii) on the date of receipt. ff sant by facsimile to Me person to whom
notice is to be given at the facslmlle number Be forth below, or on the next
business day If received after 5.00 P.M., or (iii) on the forth day after mailing, if
mailer! to Me person to whom notice Is to ba given, by first class mail, postage
prepaid, and properly addressed as follows:
City of Fresrw City Manager
City of Fresrw
2500 Fresno Street
Room 2064
Fresno. CA 03721
Tel: (559) 621-7770
Fax; (559)621-7776
Fresno Convention and Vistlors Bureau President and CEO
Fresno Convembn $ visitors
Bureau
848 "M" Streat
Fresno, CA 93721
(559)233--0836
9.6. _B,indinng. Once this Agreement is signed by all parties, It shall he
binding upon and shall Inure to the benefit of all parties and each parties
respective helm successors, assigns, transferees, agents, servants, employees
and representatives.
9.7. Compliants With Law. In providing the services required underthis
Agreement, Bureau shall at all Mass comply with all applicable laws, statutes and
ordinances of the United States. the State of California and City of Fresno, and
with all applicable regulations promulgated by federal, state, regional, or local
administrative and regulatory agencies, now in tome and as they may be
enacted, issued, or amended during the term of this Agreement.
9.8. Waiver. The waiver by either party of a breach by the other of any
provision of this Agreement shall not constitute a continuing waiver or a waiver of
any subsequent breach of either the same of a different provision of this
Agreement. Waiver of any one provision herein shall not be deemed to be a
waiver of any other provision herein.
9.9. Govemino Law and Venue. This Agreement shall be governed by,
and constmetl arvd enforced in accordance with, Ne laws of the State of
California. Venue for purposes of the filing of any action regarding the
enforcement or interpretation of this Agreement and any rights and duties
hereunder shall be Fresno Ccurdy, CelMomla.
9.10. Headmirs. The section headings in this Agreement are for
convenience and referanae only and shall not be consWed or held in any way to
explain, modify, or add to the Interpretation or meaning of the provisions of this
Agreement.
9.11. Interpretation. The parties acknowledge that this Agreement in Its
final form Is the result of the combined efforts of Ura parties and fiat, should any
provision of this Agreement be found to be ambiguous in any way, such
ambiguity shall not be resolved by construing this Agreement in favor or against
any party, but rather by construing the terms in accordance with their generally
accepted meaning.
9.12. Aftomev's Fees. If either parry is required to commence any
processing or legal action to enforce or interpret any term, covenant or condition
of this Agreement, each poly shall be responsible for their awn attorney's fees
and legal expenses.
9.13. Precedence nt Documents. In the awinl of any cgnUla between the
body of this Agreement and any Exhibit or Attachment hereto, the terms and
conditions of the body of MIs Agreement shall central and take precedence over
the terms and conditions expressed whhln the Exhibit or Attachment
Furllierm se, any terms or conditions contained within any Exhibitor Attachment
hereto that punted to modify the allocation of dsk between the parties, provided
for within the body of the Agreement, shall be null and void.
9.14. Extent of Agreement. Each party acknowledges that they have
read and fully understand the contents of this Agreement. This Agreement
represents the enfire and integrated agreement between the partles with respect
to the subject matter hereof and supersedes all prior negotladons,
repreaenbabons or agreements, either written or oral.
IN WITNESS WHEREOF, the parties have executed the Agreement at
Fresno, Caltfomia, me day and year feet above written.
FRESNO CONVENTION AND CRY OF FRESNO
VISITORS BUREAU
s. al?..�.� Inrf/Al�k,,
U
:.aak. .
APPROVED AS TO FORM
JAMES C. SANCHEZ
G ORNEY
David P. Hale
Chief Assistant Clty Adamey
GW -0 HPA.LL )MICVG ng¢nv. 8QUO
Exhibit
INSURANCE REQUIREMENTS
Agreement between City of Fresno
and Fresno City antl County Convention and Wants Bureau
Sales & Market w Services
PRorEc.nru
Minimum scope of Insurance
Coverage shall be at least as broad as.
1. The most current version of Insurance SeMces Office (ISO) Commercial Gemrel
Liability Coverage Form CG 00 01, which shall include insurance for'bodily Injury,'
"property tlamage" and 'personal and advertising injury- with coverage for premises
and operators, products and completed operators, and contacted d liability.
2. The most current version of Insurance Samoa Office (ISO) Business Auto
Coverage Form CA 00 01, which shall Include coverage for all owned, blood, and
nomov ned automobiles or other licensed vehicles (Code 1 -Any Auto),
3, Workers' Compensation insurance as required by the Cafdomia Labor Code and
Employers Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to Bureau's
prafesston. ArolllecYs and engine's coverage is to be endorsed to Include
conbacluallubllty.
Minimum Limits of Insural
Bureau shall maimeln limits of liability of not leas Clan:
1. Genre) Liability:
$1,000.000 per occurrence for bodily Injury and property damage
$1,000,000 per occurrence for personal and advertaing Injury
$2,000,000 aggragele for products and completed operstam
$2,000,000 general aggregate
2. Automobile Liability:
$1,000,000 per accident for bodily Injury and properly damage
3. Employer's Liability:
$1,000,000 each account for botllly Injury
$1,000.000 disease each employee
$1,000,000 disease policy limit
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4. Professional Liability(Emars aro Omissions)
$1.000,000 per claimloscumence
$2,000 ON assay aggregate
Umbrella or Excese Ineuran as
In Me event Bureau purchases an Umbrella or Excess insurance pollcy(ies) to meet the "Minimum
Limbs of Insurance.' MIs Insurance policylies) shall "follow form" and afford no leas mvsrege Man
the primary Insurance pokgllesJ.
Deductibles and SelMnsured Retentions
Bureau shall he responsible for payment of any deductibles contained In any insurance polices
required hereunder as Bureau shall also be responsible for payment of any self -Insured
retentions. Any deductibles or self-insured lateral must he dedared W. and approved by, Me
City's Risk Manager or fall designee. At tre option of the Cltys Risk Manager or hiller
designee, either (I) the Insurer shall reduce or eliminate such dedudibloa or selsinsured retentons
as respects City, Its oflcers, lifted, employees, agents and volunteers; or OOMxl shall
provide a financil guarantee, sa4sfaclory to City's Risk Manager or his/her designee,
guarairseeg payment of losses and related Imssfigattons, claim administration as defense
expanses. At no time shall City be responsible for had payment of any deductibles or self-insured
retentions.
Other Insurance Previsions
The General Liability antl Automobile Liability sc ursnce collies are to comiain, or be endorsed to
ism iq the following pmvlslons'
1. City, its officers, officials, employdes, agents and voluneee are Is be shifted as
addtlonal insureds:
2. The coverage shall contain no special limitations on the scope of protection
attended m City, Its officers, officials, employees, agents and volunteers.
3. Bureau's msurence sawmill shall be primary and no mntdbution shall bB required
of City
The WorkersCompensation Insurance bolicv is to contain, or be Ashland to contain, me
following provision' Bureau and its Insurer shall waive any right of subrogation against City, its
officerl officials, employers, agents and volunteers.
If the Pmfessonal L'ablty (Eners and Ommis'onsl insurance deal is written on a claimAr ade
form_
1. The "Rete Date" must be shown, and must be before the affective date of the
Agreement or the commencement of work by Bureau.
2. Insurance must he malntalred and widened of insurance must be provided for at
least 5 yeah after any expiration or lamination of the Agreement or, in Me
alternative, The policy shall be endorsed to provide not less than a ll discovery
period. This requirement shall survlveexpireben mMrmiaWn Office Agreement -
3. If coverage Is canceled or non -renewed, and that replaced wife another claims -
made policy form with a'Retro Bate' prior to the eRecgve date of the Agreement,
Bureau most purchase 'extended races ' coverage for a minimum of 5"am
following Ilse expiratlon a terminatlon of the Agreement.
4. A copy of claims reporting requirements must be submitted to City for review.
5. These requirements shall survive expiration or termination of Me Agreement.
All gglim of Insurance required hereunder shall be normal to previde Mat Me coverage shall
not be cancelled, no rinswed, reduce M cpwrage or in limes except after 30 calendar day
wrillen notice byceriffied mall, return receipt requested, has been given M City. upon Issuance by
the insurer, broker, or agent of a notice of concellabom non -renewal, or reduction In coverage or In
limits, Bureau shall furnish City wife a new certificate and applicable indorsements for such
pollq(iesj. In the event any policy IN due to expire during the work to be performed! for City,
Bureau shall provide a new certificate, and applicable endorsements, evidencing renewal of such
policy not lass Man 15 calendar days poor to Me expiration date of Me expiring policy.
Other Requirements
Buteau's owned or leased property or property in its care, custody and control, will be at the risk
of Me Bureau only and the City will net be lable for any damage thereto or Meti thereof. Further,
Bureau walves IN right of recovery, and its Insurers also waive Mair right of remwry, against City
ler less of its owned or leased property or property in its care, cvslody antl control The phrase
burned or leased property or property In IN care, custody and control" shall Include, without
Ilmbatiion, tools, emopment, Heal materials and parts.
Acceptability of insurers
All policies of Insurance required hereunder shall he placed with an insurance company(ies)
admltaid by the CailMmla Insurance Commissioner to do business In the State of California and
rated not less than 'A -All in Bast's Insurance Rating Gude: or a Wmtlred by Crays Risk Manager.
vertgcallon 0Coverage
Bureau shall fumisb City with all canti icarks) and applicable endomamegs effecting coverage
required hereunder. All certificates and applicable endorsements are to be received and
approved by the City's Risk Manger or his/her designee poor to City's execution of the
Agreament and before work commences. The words'endeawr to' ano'but Me failure to do so
shall Impose no obligation upon Me insurer ifs agents or representall shall be abo rd or
eliminated from the Cancellation wording In the lower right hand carrier of Me bambo s,