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AGREEMENT TO PROVIDE VISITOR INFORMATION SERVICESAGREEMENT This Agreement is made and entered into this ;V day of September 2009 between the City of Clearwater, hereinafter referred to as the City, and Clearwater Regional Chamber of Commerce, hereinafter referred to as the Agency. WHEREAS, the City desires to provide visitor information services for the City of Clearwater; and WHEREAS, the Agency has established programs that provide visitor information services for the City of Clearwater; and NOW, THEREFORE, the parties agree as follows: ARTICLE I. TERM The term of this agreement shall be for a period of twelve (12) months commencing as of October 1, 2009, and continuing through September 30, 2010, (the Termination Date) unless earlier terminated under the terms of this agreement. This Agreement can be extended by the mutual written agreement of both parties. ARTICLE II. RESPONSIBILITIES OF THE AGENCY 1. Services to be Provided: The Agency shall provide at a minimum the services described in Exhibit "A." 2. Area to be Served: Services rendered through this agreement shall be for the area located within the limits of the City of Clearwater, Florida. 3. Payment of Fees and Taxes. The Agency shall obtain all required licenses at its own expense and shall pay all required taxes necessary to the Agency's operation. 4. Scheduled Reports of Agency Activities: The Agency shall furnish the City Manager or his designee, with a quarterly report of activities conducted under the provisions of this agreement. Each report is to identify the number of clients served, the costs of such service, and commentary on the viability, effectiveness, and trends affecting the visitor program. The City may request additional reports if desired to monitor annual objectives set by the Agency. 5. Use and Disposition of Funds Received: Funds received by the Agency from the City shall be used to pay for the above services as further described in the proposal submitted by the Agency to the City (Exhibit "A"). Funds existing and not used for this purpose at the end of this agreement term shall be deemed excess to the intended purpose and shall be returned to the City. 6. Creation, Use, and Maintenance of Financial Records: a) Creation of Records: Agency shall create and maintain financial and accounting records, books, documents, policies, practices, procedures and any information necessary to reflect fully the financial activities of the Agency pertaining to this agreement. Such records shall be available and accessible at all times for inspection, review, or audit by authorized City representatives. b) Use of Records: Agency shall produce such reports and audits as required by the City to document the proper and prudent stewardship and use of the monies received through this agreement. C) Maintenance of Records: All records created hereby are to be retained and maintained for a period not less than one (1) year. 7. Nondiscrimination: Agency agrees that no person shall, on the grounds of race, sex, handicap, national origin, religion, martial status or political belief, be excluded from participation in, denied the benefit(s) of, or be otherwise discriminated against as an employee, volunteer, or client of the provider. 8. Liability and Indemnification: The Agency shall act as an independent contractor in the performance of this agreement. The Agency agrees to assume the risks of providing the services as provided for in this agreement. Each party to this agreement agrees to be fully responsible for its own real and personal property, and for its negligence, and the negligence of its employees, volunteers, and agents. 9. Insurance: Neither party to this agreement shall be responsible for providing any insurance coverage to the other party. Each party shall purchase and provide insurance coverage as it deems necessary to perform its contractual obligations under this agreement. Each party shall be responsible for defending a claim made against it by a third party. Should a claim be asserted against a party to this agreement, that party will be responsible for its own defense of the claim and it will notify the other party so the other party can take the action it deems necessary to protect its interests. ARTICLE III. RESPONSIBILITIES OF THE CITY 1. Funds. The City, for the 2009/2010 budget year, agrees to provide $190,000.00 to the Agency to assist in funding Agency activities and expenses as identified in Exhibit "A". 2. Payments: The total amount of this agreement will be paid by the City to the Agency on a quarterly basis. ARTICLE IV. DISCLAIMER OF WARRANTIES This Agreement constitutes the entire Agreement of the parties on the subject hereof and may not be changed, modified, or discharged except by written Amendment duly executed by both parties. No representations or warranties by either party shall be binding unless expressed herein or in a duly executed Amendment hereof. ARTICLE V. TERMINATION 1. For Cause: Failure to adhere to any of the provisions of this agreement as determined by the City shall constitute cause for termination. This agreement may be terminated with 10 days written notice without any further obligation by City. 2. For Municipal Purpose: The City may terminate for any municipal purpose by giving 30 days written notice to Agency. 3. Disposition of Fund Monies: In the event of termination for any reason, monies made available to the Agency, but not expended in accordance with this agreement, shall be returned to the City. ARTICLE VI. NOTICE Any notice required or permitted to be given by the provisions of this agreement shall be conclusively deemed to have been received by a party hereto on the date it is hand-delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. 1. If to City, addressed to City Manager, City of Clearwater, P. O. Box 4748, Clearwater, Florida 33758-4748 2. If to Agency, addressed to, Bob Clifford, President/CEO, Clearwater Regional Chamber of Commerce, 401 Cleveland Street, Clearwater, Florida 33755. IN WITNESS WHEREOF, the parties have executed this agreement as of the date and year first written above. CLEARWATER REGIONAL CHAMBER OF COMMERCE (Agency) CITY OF CLEARWATER, FLORIDA (City) BY O By:_ 8,- , *obdifford"//' William B. Horne II President/CEQ City Manager Print Nam : Frank V. Hibbard -eeFetar? Mayor ATTEST: Cyr?t?iia E. Goudeau Citv lerk Approved as to form pk.4 Pam Akin City Attorney 4 G?.???? Exhibit A The Agency will oversee the Visitor Guide fulfillment. All requests received from various sources will be sent directly to the mailing house. The mailing house will prepare a monthly report indicating the number of leads by source, number of pieces mailed, postage amounts, etc. The mailing house will send the Clearwater Beach Chamber a listing of prospects received from all non-chamber sources. The Agency will contract for and maintain the inventory of visitor's guides at the 1-75, 1-10, and 1-95 State Welcome Centers. The Agency will also utilize the Visit St. Petersburg/Clearwater Area (Convention and Visitors Bureau) sales programs for Visitor Guide distribution to the travel trade and consumers. The Agency will place destination advertising in the Visit St. Petersburg/Clearwater Area (Convention and Visitors Bureau) and, if possible, Visit Florida Visitors Guides. Additional advertising will be placed on the Visit St. Petersburg/Clearwater Area website www.floridasbeach.com. Other advertising and promotion will be considered by the Tourism Marketing Committee and could include consumer advertising. The Chamber coordinates its own advertising coops and will incorporate the City in every one. • The Agency will manage and maintain the www.visitclearwaterflorida.com website. • The Agency will assist Clearwater Jazz Holiday with advertisements. • The Agency will update the accommodations listing of the Clearwater Beach and Clearwater mainland properties for the Official Visitors Guide. • The Agency will also promote the destination through: • implementing a public relations campaign, which includes, but isn't limited to, producing the electronic newsletter Footprints; • distributing destination information to travel writers; • hosting a travel writer press trip and individual writers throughout the year; • supporting Clearwater-specific events, such as Ironman and Outback Bowl Beach Day, that attract both large visitor and national media attention. • As part of the Agency's quarterly reporting requirement, the Agency will continue to update its tracking spreadsheet of number of visitors served, number of guides distributed, number of website hits, amount of and number of destination advertising placed, number of stories written, etc. on a quarterly basis and annual totals. The City will use these items as a measure of performance.