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2001-101-Authorizing Town Manager To Execute An Amendment Extending Agreement With Leslie R. White To Provide Management Consultant ServicesRESOLUTION .2001 -10.1 RESOLUTION OF THE TOWN OF LOS GATOS .AUTHORIZING TOWN MANAGER TO EXECUTE AN AMENDMENT EXTENDING .AGREEMENT WITH .LESLIE R. WHITE TO PROVIDE MANAGEMENT CONSULTANT SERVICES WHEREAS, TOWN is in need of a consultant to provide certain management consultant services as indicated herein, .and WHEREAS, Leslie R. White has recently served as Interim Director of Parks & Public Works of Los Gatos, and WHEREAS, Leslie R. White is an experienced public administrator having served as the City Manager of the City of San Jose, CA, and WHEREAS, Leslie R. White has recently provided management consulting .services to the Town following his service as Interim Town .Manager, and WHEREAS, TOWN desires that CONSULTANT continue to provide general organizational and management consultant services as needed and directed by the Town Manager. RESOLVED, by the Town Council of the Town of Lose Gatos, County of Santa Clara, State of California, that the Town of Los Gatos enter into an agreement amendment with Leslie R. White for management consultant services, attached to this resolution as Exhibit A, and that the Town Manager is authorized, and is hereby directed, to execute said agreement amendment in the name and behalf of the Town of Los Gatos. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 17t" day of September, 2001 by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Sandy Decker, Steve Glickman, Mayor Joe Pirzynslci. NAYS: None ABSENT: None ABSTAIN: None ~ ~ , SIGNED: M OR OFT WN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST ~~~ - CLEI~,K~ OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA A~~';~?f~x~/ AMENDMENT TWO TO AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT:("Agreement") is made and entered into this day of'September, 200,1, by and between the Town of Los Gatos, a California municipal corporation ("TOWN") and Leslie R. White, 535 Vista Del Mar Drive., Aptos, CA 95003, aself-employed :individual ("CONSULTANT"). A. TOWN is in need of a consultant to provide certain management consultant services as indicated herein. B. CONSULTANT recently served as Interim Town Manager of Los Gatos, :and is an experienced public administrator having served as the City Manager of the Gity of San Jose, CA. CONSULTANT also has recently provided management consulting services and served as Interim Public Works Director for the Town following his service as Interim Town Manager. C. TOWN desires that CONSULTANT continue to provide general organizational .and management consultant and Interim Public Works Director services as needed and directed by the Town Manager. CONSULTANT is willing and able to provide the services of CONSULTANT on the terms and conditions set forth herein, and pursuant to the provisions of Government Code .Section 21221(h) concerning the .limited service of retired persons without reinstatement or loss of benefits. NOW, THEREFORE THE PARTIES .AGREE as follows: 1. SCOPE OF SERVICES CONSULTANT services shall include, but not be limited to, the services listed below. A. Provide organizational and management consultant services as .requested by the . Town Manager. Such services may include,. but are not limited to, providing organizational development training, serving as an interim department director as needed, and advising management staff on various management and organizational t matters as needed. 2. COMPENSATION A. TOWN shall pay CONSULTANT .$200.00 per hour, for all hours worked as the Hearing Official or as a Management Consultant, including travel time each way .from CONSULTANT's home to Los Gatos. Total compensation paid under this .Agreement shall not exceed $165.,000 (825 hours) without the advanced written approval of the TOWN. An invoice is required. Payment shall be net 15 days. C:\steve's Doc's\Leswhite-Contract-9-17-Ol.wpd Page 1 of 4 B. It is expressly understood that the fees payable hereunder include, and are paid in lieu of, all other compensation and benefits, including, but not limited to, vacation, sick leave, retirement, or other remuneration or benefits payable to employees of TOWN. C. CONSULTANT shall be entitled to reimbursement for the cost of a Town of Los Gatos Business License. 3. TERM This contract shall be effective upon execution and shall remain in full force and effect until December 31, 2001, unless terminated earlier pursuant to this agreement.. 4. INDEPENDENT CONTRACTOR. TAXES AND INSURANCE A. CONSULTANT is an independent contractor .and the means by which he shall perform the work hereunder shall be under his sole control. The only control TOWN will have will be as to the result of the work,. and not. as to the means by which CONSULTANT shall perform such work. In no event shall CONSULTANT be deemed an employee of the TOWN except as specified below in this paragraph. CONSULTANT agrees that he will at all times, safely, industriously, and to the best of his ability, experience, and talent perform the duties and services specified herein that may be required by CONSULTANT to the reasonable satisfaction of TOWN. B. CONSULTANT duties shall be rendered at 110 E. Main Street, Los Gatos, California, 950.30, and/or at such other places as TOWN shall in .good faith require pursuant to this Agreement. C. TOWN acknowledges that CONSULTANT is not covered by errors and omissions orprofessonal liability insurance and, notwithstandngtheprovisions ofthisSection 5, agrees that upon the occurrence of any event contemplated by Government Code §825 TOWN shall extend to CONSULTANT the benefits of an employee as established therein and in Government Code §995, 995..2, and 995.4. TOWN waives any and all :rights it may have to bring any claim or action against CONSULTANT for negligent performance under this Agreement. This waiver shall not in any manner be deemed to limit TOWN's right to terminate this Agreement pursuant to Section 5. CONSULTANT shall be covered by TOWN's workers' compensation coverage in the event of accident or injury which qualifies for such coverage under state law. D. CONSULTANT shall maintain a Town of Los Gatos Business License pursuant to Chapter 14 of the Municipal Code of the Town of Los Gatos. E. CONSULTANT acknowledges that neither TOWN ofany officer, employee, or agent thereof has made any .representation or promises regarding any federal or state C:\Steve's'Doc's\LesWhite-Contract-9-l7-Ol.wpd .Page 2 Of 4 income tax or any other tax :consequences to, or liabilities of, CONSULTANT which may result pursuant to this Agreement and any payments made by TO WN hereunder to the timing thereof. CONSULTANT shal'1 be solely responsible for any .and all taxes to be paid to the federal andfor state government under this Agreement. TOWN shall issue a form .1099 or its functional equivalent, as required by the Internal Revenue Code and/or California state law. 5. MODIFICATION AND TERMINATION The terms of this agreement may be modified or superseded only by agreement in writing executed by the parties hereto, which shall not be unreasonably withheld. This agreement shall be terminable by either party upon thirty (30) days written notice. 6. NOTICES All notices herein provided shall be in writing and addressed as follows: TO TOWN: TO CONSULTANT: Debra Figone, Town Manager Leslie R. White Town of Los Gatos 535 Vista Del Mar Drive P. O. Box 949 Aptos, CA'95003 Los Gatos,. CA 95031-0949 The address to which the notice shall be .mailed may be changed by written notice :given by such parry to the other, and nothing herein contained shall preclude the :giving of any such notice by personal service. 7. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parities hereto with respect to the subject matter .hereof, .and no other agreement, statement or promise .relating to the subj ect matter of this Agreement which is not contained herein shall be valid or binding. SEVERABILITY Should any part, term or provision of this Agreement be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain. in full force and effect and shall in no way be invalidated, impaired or effected thereby. C:\Steve's Doc's\LesWhite-Contract=9-T7-01,wpd Page 3 of 4 9. GOVERNING LAW The validity of this Agreement as well as the rights and duties of the .parties hereunder shall be governed by the laws of the State of California, and the venue for any action enforcing the terms of this agreement shall be in Santa Clara County, California. IN WITNESS WHEREOF said partieshave executed this Agreement in duplicate on the date shown above. TOWN OF LOS GATOS, by: CONSULTANT, by: DEBRA FIGONE, Town Manager LESLIE R. WHITE APPROVED AS TO FORM: Orry P. Korb, Town Attorney ATTEST: :Marian V. Cosgrove, Town Clerk C'\steve's Doc's\LesWhite-.Contract-9-17-Ol;wpd Page 4 of 4