Loading...
Item 9 Staff Report Adopt Resolution Authorizing the Town Manager to Execute a Third Amendment to Agreement By and Between the Town of Los Gatos and the Los Gatos Chamber of Commerce for Fiscal Year 1999/00MEETING DATE: 10/04/99 ITEM NO. COUNCIL AGENDA REPORT DATE: September 29, 1999 TO: MAYOR AND TOWN COUNC FROM: TOWN MANAGE SUBJECT: ADOPT RESOLUUTHORIZING THE TOWN MANAGER TO EXECUTE A THIRD AMENDMENT TO AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AND THE LOS GATOS CHAMBER OF COMMERCE FOR FISCAL YEAR 1999-00 RECOMMENDATION: Adopt resolution (Attachment 1) authorizing the Town Manager to execute a Third Amendment to Agreement for Community Services by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce for Fiscal Year 1999-00 (Attachment 2). BACKGROUND: On June 21, 1999, Council appropriated funds not to exceed $20,000, to be used during the time period between July 1, 1999, and June 30, 2000, to meet the goals and objectives outlined in the Third Amendment to the Chamber Agreement, Exhibit B, "Scope of Services," Sections 1-3 (Attachment 2). The Chamber has now submitted a request (Attachment 3) for $13,700 for an additional scope of service, Section 4 of Exhibit B, to fund the design and development of an official Los Gatos Website. Since 1996, the Town has maintained a Town Government Website, which is hosted on a local resident's server. The address or Uniform Resource Locator (URL) is long and not easy to remember (http://www.los-gatos.ca.us/los_gatos/residents/towngov.html). Initially, the Town's System Administrator, Cluis Gjerde, set up the site and maintained it remotely. In 1998, Gloria Grimes, the Library Director, assumed this responsibility. The Los Gatos Chamber of Commerce presently maintains a site for Chamber information, hosted by Boardwalk Companies (http://www.losgatosweb.com). Neither of these sites provides information about the community which a new resident or visitor might need. In April 1999, members of the Los Gatos Chamber of Commerce and Town staff formed a Los Gatos Website Committee to investigate the feasibility of an official Los Gatos Website. The Committee felt the information on the Web should be better organized, more links were needed, the information needed updating, there were numerous information gaps, and the site was not professional -looking. The Committee developed a project budget and a matrix of "core content pages" for the new site, which includes a calendar of events, maps, information for visitors and new residents, information about the community and the Chamber, and a link to the Town Government Site (Attachment 4). Sheri Lewis, Executive Director of the Chamber, and Gloria Grimes, Town staff representative on the Website Committee, discussed the new site with the Town Manager. Everyone agreed that an official Los Gatos Website was needed, and that the Chamber was the appropriate agency to be responsible for its development and maintenance. The PREPARED BY: Gloria Grimes Library Director Reviewed by: MC Attorne Reformatted: 10/23/95 Ass't. Manager L jkJFinance Revised: 9/28/99 1:37 PM PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: THIRD AMENDMENT TO CHAMBER AGREEMENT October 4, 1999 Town staff would continue to be responsible for the Town Government Website. A Request for Proposal for redesign and hosting of the Town Government Website has been issued, and proposals are being evaluated. DISCUSSION: The Chamber request for $13,700 to fund the development of a Los Gatos Website includes purchase and maintenance of equipment and software, installation of a DSL connection to an Internet Service Provider, design and development of the website, and training of Chamber staff who will maintain the site. The Chamber intends to contract with Boardwalk Companies for this service, as they have been hosting and maintaining the Chamber site. The www.los- €atos.org website will be live before the end of November 1999, and the project completed by the end of fiscal year 1999-00. CONCLUSION: With the significant increase in use of the Internet, it is essential that the Town improve its Web presence. Staff recommends Council adopt a resolution (Attachment 1) authorizing the Town Manager to execute a Third Amendment to Agreement for Community Services by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce for Fiscal Year 1999-00 (Attachment 2), which includes development of an official Los Gatos Website. ENVIRONMENTAL ASSESSMENTS: Is not a project defined under CEQA, and no further action is required. FISCAL IMPACT: $20,000 to fund Scope of Services as described in Third Amendment to the Chamber Agreement, Exhibit B, Sections 1-3 was appropriated by Council June 21, 1999, when the 1999-00 Town Operating Budget was approved (Account 8040-72077). $13,700 to fund Scope of Services as described in Section 4 of Exhibit B, Website development, will also be funded from Fiscal Year 1999-00 Operating Budget (Account 6685-61754, Website Services). Attachments: 1. Resolution of the Town of Los Gatos Authorizing the Town Manager to Execute a Third Amendment to the Agreement for Community Services by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce for Fiscal Year 1999-00 2. Third Amendment to Agreement for Community Services by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce for Fiscal Year 1999-00 3. Los Gatos Chamber of Commerce Request for a Community Grant for the Design and Development of a Los Gatos Website 4. Los Gatos Website Core Content Pages Distribution: Joshua D. Miller, Chairman of the Board, Los Gatos Chamber of Commerce Sheri Lewis, Executive Director Los Gatos Chamber of Commerce RESOLUTION NO. 1999- RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE A THIRD AMENDMENT TO AGREEMENT FOR COMMUNITY SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FOR FISCAL YEAR 1999-00 WHEREAS, the Town of Los Gatos Chamber of Commerce has provided information services through their Information Office by contract to the Town of Los Gatos since 1997; and WHEREAS, the Council allocated $20,000 to fund the Chamber's Information Services in the Town Operating Budget for Fiscal Year 1999-00; and WHEREAS, THE Town of Los Gatos Chamber of Commerce has requested $13,700 for design and development of an official Los Gatos Website; and WHEREAS, it is a natural extension of their role for the Town of Los Gatos Chamber of Commerce to provide information about the Town of Los Gatos on the World Wide Web; and WHEREAS, there has been a significant increase in the use of the Internet; and WHEREAS, it is essential that the Town improve its Web presence; RESOLVED, that the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, hereby authorizes the Town Manager to execute a Third Amendment to Agreement by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce Fiscal year 1999-00. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 4th day of October, 1999 by the following vote: ATTACHMENT 1 COUNCIL MEMBERS: AYES: NAYES: ABSENT: ABSTAIN: ATTEST: SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA THIRD AMENDMENT TO AGREEMENT FOR COMMUNITY SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 1999-00 This AMENDMENT TO AGREEMENT is entered into this day of , 1999, and is effective as of the 1st day of July, 1999, by and between TOWN OF LOS GATOS, a municipal corporation ("TOWN") and THE TOWN OF LOS GATOS CHAMBER OF COMMERCE ("CONTRACTOR"). WHEREAS, TOWN and CONTRACTOR executed an Agreement for Community Services dated September 23, 1997, approved by Council August 18, 1997; and, WHEREAS, TOWN and CONTRACTOR executed an Amendment to Agreement for Community Services approved by Council April 20, 1998; and, an Amendment to Agreement dated November 12, 1998 approved by Council October 19, 1998; and, WHEREAS, the Town Council has approved an allocation of funds for Fiscal Year 1999-00 to CONTRACTOR; AGREEMENT: IT IS THEREFORE AGREED by the parties that Community Grant Agreement dated September 23, 1997 (Exhibit A), be amended as follows: 1. Witnesseth Section, paragraph 2 of Agreement is hereby amended to the following: "WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated funds not to exceed $33,700,to be utilized during the time period between July 1, 1999, and June 30, 2000, for the purpose of meeting the goals and objectives outlined in EXHIBIT B, "SCOPE OF SERVICES" (hereinafter PROGRAM), operating within the TOWN OF LOS GATOS." 2. Section II. C, NOTICES, of Agreement is hereby amended to the following: "C. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall be sent to the parties at the following addresses: ATTACHMENT 2 TOWN CONTRACTOR Regina A. Falkner Community Services Director Town of Los Gatos Post Office Box 949 Los Gatos, CA 95031 Joshua D. Miller Chairman of the Board Los Gatos Chamber of Commerce 333 N. Santa Cruz Avenue Los Gatos, CA 95030" 3. Section V, B, ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS of Agreement is hereby amended to the following: "B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior TOWN approval, with the exception of Section 4 of Exhibit B, SCOPE OF SERVICES, WEBSITE DEVELOPMENT." 4. Section XII G is hereby added to the Agreement as follows: "G. Equipment and Software Ownership: All equipment and software purchased as a result of this Amended Agreement shall become the property of the TOWN in the event the CONTRACTOR defaults on the scope of services as described in EXHIBIT B, Section 4." 5. EXHIBIT B, SCOPE OF SERVICES of the Agreement is hereby amended to the following: "EXHIBIT B - SCOPE OF SERVICES: CONTRACTOR will provide the following services at an office open to the public in Los Gatos: 1. Information Office: Answer requests for general information about the Town of Los Gatos and the community in such areas as services available, who to contact for services, community events recreational opportunities, retail shopping and dining opportunities, lodging and conference facilities, local schools, maps and directions to and within Los Gatos, and other general information questions. The Chamber shall provide this information without regard to an individual's or business' status as a Chamber member or non-member. The Town will compensate the Chamber at the rate of eight (8) dollars for Chamber Agreement Fiscal Year 1999-00 2 Chamber Agreement Fiscal Year 1999-00 each hour that the office is open, up to 30 hours each week. The maximum annual amount that the Town will compensate the Chamber for this service is $12,000 per year. The Town shall reimburse the Chamber on a quarterly basis after receiving a report from the Chamber indicating the number of hours of service provided during the prior quarter. The Chamber will provide the Town information on the number and type of informational requests handled by the Chamber. The reimbursement will occur within 30 working days after receiving an invoice from the Chamber. The first quarter shall begin on July 1999. 2. Brochures and Guides: Develop, produce and distribute the different informational brochures about Los Gatos, as listed below. Each brochure shall be on glossy `brochure quality" paper which is at least 8.5 inches by 11 inches with information on both sides. Each brochure shall be designed in the same style and quality as the "Town of Los Gatos, Gem of the Foothills" general community brochure, Los Gatos Meeting Venues and Accommodations" guide, and "Dining in Los Gatos" guide, all produced for the Town by the Town of Los Gatos Chamber of Commerce in 1998. It is the intention of the Chamber to develop a brochures and guides package consisting of: - "Your Guide to the Town of Los Gatos" Presentation Folder - a basic folder with pockets for the Town brochures and guides, with a "complements of' space that can be personalized by printing or sticker (future). A. Community Brochures - with a long shelf life, not requiring frequent revision, but will need reprinting when the supplies run out: 1) "Town of Los Gatos Gem of the Foothills" basic town brochure with community calendar, maps features and 3 B. C. Chamber Agreement Fiscal Year 1999-00 attractions (June, 1998). 2) "Cultural Arts in Los Gatos" cultural events and community art, showing locations and giving descriptions (June, 1999). 3) "Town of Los Gatos Community Services Brochure" about schools, churches, parks, the police and fire department, the library, non-profit organizations, and other community services of the Town has been supplanted by the new Los Gatos Resource Directory, a guide to community organizations and services provided in Los Gatos, California published by The Los Gatos Community Foundation, Inc. While not in brochure format, this directory is all encompassing and should be distributed widely. 4) "Town of Los Gatos Historic Walking Tour Brochure," walking tour of historic district (future). Community Guides - due to frequent changes in this category, the Guides will have a short shelf life and need updating and reprinting at least yearly. 1) Dining in Los Gatos Guide - (June, 1998) 2) Los Gatos Meeting Venues and Accommodations - (June, 1998) 3) Town of Los Gatos Business and Services Guide - (future) 4) Parking Brochure - (future) Policy - In its capacity as the official Information Source for the Town of Los Gatos, the Chamber assumes responsibility for working with the Town to develop, design and produce additional informational brochures about the Town. This could include 4 D. E. Chamber Agreement Fiscal Year /999-00 donation of design, layout and pre -press work being provided by a Chamber member through the Chamber in order to maximize the money for brochures allocated in this contract for printing. Brochures of a general nature promoting the town are funded through this contract. Guides that promote specific businesses such as the three guides listed above will be designed and produced by the partnership of Chamber contribution of design, layout and pre - press work and Town contribution in the funding of printing. The Chamber will consult with the Town on the progress of brochures prior to and during development. The Town will have final `check -off' approval of all materials prior to the final printing and will authorize payment upon final check -off. The Town will pay the normal 50% deposit for the brochure(s) and, prior to June 30 of the current fiscal year, must receive an invoice for the balance. The Chamber will consult with the Town on each new brochure category prior to development, and the Town will have final "check -off' approval prior to production. Each brochure shall acknowledge that funding, at least in part, was provided by the Town of Los Gatos. It is anticipated that the Chamber may provide supplemental funding to finance each brochure either from general Chamber revenues or from private contributions. Private contributors providing cash or 'in kind" services equal to or exceeding the Town's contribution for the brochure may receive an acknowledgment in the same manner as the Town on the brochure. The Chamber may place the logo of the Los Gatos Chamber of Commerce on the brochures. The Town acknowledges that it is the intent of the Chamber to provide a consistent, high -quality image for the town via these and 5 Chamber Agreement Fiscal Year 1999-00 other informational and promotional avenues. It is consistent with this intent and the informational accountabilities as stated in Item 1 of this Scope of Services to have the brochures appear on the Chamber's website: w-ww.losgatosweb.com and eventually the Town's website when developed. 3. Maps: Acquire 1,166 street maps of Los Gatos and distribute the maps upon request by the public. The Town will provide $3,500 to the Chamber for this service. 4. Additional Services Development: Official Los Gatos Website: The Chamber has formed a "Los Gatos Website Working Group"composed of both official Town personnel and Chamber website personnel, plus other experts developing community website information. The stated intention of the group is to combine resources to develop an official Los Gatos website, managed at the entry level by the Chamber in its position of official information source for the Town of Los Gatos. A. The Home Page for the official Los Gatos Website (www.los- gatos.ore) will include links to a calendar of Town events, the Town Government Website (Town staff maintains), maps, a community site (schools, churches, parks, community services), the Chamber of Commerce information site, visitor & new resident information, and communication (interactive feedback, links to local media sites). B. $13,700 will fund the development of an official Los Gatos Website, including purchase and maintenance of equipment and software, installation of a DSL connection to an Internet Service Provider, design and development of the website, and training of Chamber staff who will maintain the site. The Chamber intends to contract with Boardwalk Companies for website design, 6 C. D. development and hosting. The Chamber will maintain the website with funding from the Chamber's Town of Los Gatos Information Services annual operating budget. The Library Director will be the contact from the Town on this project. The Chamber will consult with the Town on the Website design and development, prior to implementation, and the Town will have final approval. The www.los-gatos.org website will be live before the end of December 1999, and the project completed by the end of fiscal year 1999-00. 5. Funding: A. Information Office (Staffing : $8/hr.); 1500 maximum hours; $12,000 payment. B. Brochures and Guides; $4,500 payment. C. Maps; 1,166 maximum number; $3,500 payment. D. Website Development; $13,700 payment E. Total not to exceed $33,700." 6. EXHIBIT C, Section I., PAYMENTS TO CONTRACTOR, of Agreement is hereby amended to the following: "I. General. TOWN agrees to pay CONTRACTOR for the performance of services, work, and duties, subject to and performed in connection with the Grant Agreement a sum of money not to exceed $33,700. These payments are made on a reimbursement basis for services actually performed by CONTRACTOR." 7. The terms and conditions of the original Agreement and the subsequent amendment as described in the Recitals, except as herein expressly amended, shall remain in full force and effect. Chamber Agreement Fiscal Year 1999-00 7 IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement for Community Services on the date written above, effective July 1, 1999. APPROVED AS TO FORM: TOWN OF LOS GATOS: Orry P. Korb, Esq. Town Attorney David W. Knapp Town Manager ATTEST: LOS GATOS CHAMBER OF COMMERCE Marian V. Cosgrove Joshua D. Miller Town Clerk Chairman of the Board APPROVED AS TO CONTENT: Regina A. Falkner Community Services Director Chamber Agreement Fiscal Year 1999-00 8 Gloria J. Grimes Library Director TOWN CLERK AGR• > /-% COMMUNITY GRANT AGREEMENT BY AND BETWEEN THE TOWN LOS GATOS AND THE LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 1997-98 l 1"I H• RE BID• THIS AGREEMENT, entered into this Z 3 day of fEt,be< 1997, by and between the TOWN OF LOS GATOS, a municipal corporation (hereinafter TOWN), and Town of Los Gatos Chamber of Commerce, an affiliate of the San Jose Metropolitan Chamber of Commerce, a nonprofit corporation (hereinafter CONTRACTOR). WITNESSETH WHEREAS, TOWN appropriated funds in its Fiscal Year 1997-98 Budget for allocation to community service agencies, and; WHEREAS, TOWN desires to engage CONTRACTOR, and TOWN has appropriated funds not to exceed $20,000, to be utilized during the time period between July 1, 1997; and June 30, 1998, for the purpose of meeting the goals and objectives outlined in EXHIBIT B, "SCOPE OF SERVICES" (hereinafter PROGRAM), operating within the TOWN OF I,OS GATOS from facilities located at 333 N. Santa Cruz Avenue, Los Gatos. WHEREAS, CONTRACTOR represents and warrants the truth of all statements contained in "ASSURANCES" attached as EXHIBIT A and incorporated herein by reference. NOW, THEREFORE, THE PARTIES AGREE, as follows: I. RULES AND REGULATIONS. The Town has adopted the Rules and Regulations Governing Community Grants [hereinafter Rules and Regulations]. The CONTRACTOR warrants that it has read and understands the amended Rules and Regulations, and agrees that it shall be bound by those Rules and Regulations in its performance under this Agreement. In case of any conflict between the terms of this Agreement and the Rules and Regulations, the terms of this Agreement shall take precedence. The Rules and Regulations are incorporated herein and attached as Exhibit C. lI. PROGRAM COORDINATION A. TOWN: The Director of Community Services or his/her designee, shall be the Chamber Agreement August 6, 1997 EXHIBIT A 1 PROGRAM MANAGER and shall render overall supervision of the progress and performance of this Agreement by TOWN. All services agreed to be performed by TOWN shall be under the overall direction of the PROGRAM MANAGER. B. CONTRACTOR: CONTRACTOR shall assign a single PROGRAM DIRECTOR who shall have overall responsibility for the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROGRAM DIRECTOR, CONTRACTOR shall notify TOWN immediately of such occurrence in writing. PROGRAM DIRECTOR and CONTRACTOR staff will fully cooperate with TOWN'S PROGRAM MANAGER relating to the PROGRAM, areas of concern, and the impact of PROGRAM on residents of TOWN. C. NOTICES: All notices or other correspondence required or contemplated by this Agreement shall be sent to the parties at the following addresses: TOWN Regina A. Falkner Community Services Director Town of Los Gatos Post Office Box 949 Los Gatos, CA 95031 CONTRACTOR Kent Cooper Chairman of the Board Los Gatos Chamber of Commerce 333 N. Santa Cruz Avenue Los Gatos, CA 95030 III. OBLIGATIONS OF TOWN A. Contract Compliance: TOWN staff shall provide assistance to CONTRACTOR in connection with: 1. Obtaining conformity of the PROGRAM with the TOWN's policies and procedures and all TOWN codes, ordinances, directives and laws. 2. Performance review under the Agreement for compliance purposes and evaluating PROGRAM based on quarterly reports received from CONTRACTOR and on -site monitoring. B. Method of Payment: 1. TOWN shall reimburse CONTRACTOR upon receipt of properly executed invoice and supporting data according to EXHIBIT B, "SCOPE OF Chamber Agreement August 6, 1997 2 SERVICES", as attached to this Agreement, and the Rules and Regulations. CONTRACTOR shall attach the corresponding monthly or quarterly report to the applicable invoice. 2. TOWN may, at any time and in its absolute discretion, elect to suspend or terminate payment to CONTRACTOR, in whole or in part, under this Agreement or not to make any particular payment under this Agreement in the event of unsatisfactory performance or noncompliance with this Agreement. IV. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION TOWN and CONTRACTOR agree to maintain the confidentiality of any information regarding applicants for services offered by the PROGRAM pursuant to this Agreement or their immediate families which may be obtained through application forms, interviews, tests, or reports, from public agencies, or any other source. Without the written permission of the applicant or court order, such information shall be divulged only as necessary for purposes related to the performance orevaluation of the services and work to be provided pursuant to this Agreement to designated persons having responsibilities under the contract, including those furnishing services under the PROGRAM through subcontracts. V. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS A. The relationship of CONTRACTOR to TOWN is that of an independent contractor. CONTRACTOR is responsible for the results of its PROGRAM and compliance with the terms of this Agreement. CONTRACTOR has full rights to manage its employees subject to the requirements of the law. All persons employed by CONTRACTOR in connection with this Agreement shall be employees of CONTRACTOR and not employees of TOWN in any respect. CONTRACTOR shall be responsible for all employee benefits, including, but not limited to, statutory workers' compensation benefits. B. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior written TOWN approval. Chamber Agreement August 6, 1997 3 C. No subcontractor of CONTRACTOR will be recognized by TOWN as such. All subcontractors are deemed to be employees of CONTRACTOR, and CONTRACTOR agrees to be responsible for their performance and any liabilities attached to their actions or omissions. D. This Agreement is based on the unique services of CONTRACTOR. This Agreement shall not be assigned or transferred without the written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the Town Manager. VI. COMPLIANCE WITH LAW CONTRACTOR shall become familiar and comply with and cause all its subcontractors and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations, and decrees including, but not Limited to, those federal rules and regulations outlined in EXHIBIT A, "ASSURANCES". Failure of CONTRACTOR to, in any manner, observe and adhere to law as described herein or as amended shall in no way relieve CONTRACTOR of its responsibility to adhere to same and CONTRACTOR herein acknowledges this responsibility. VII. TERMS AND AMENDMENTS Amendments to the terms and conditions of this Agreement shall be requested in writing by the party desiring such revision, and any such adjustment to this Agreement shall be determined and effective only upon the mutual Agreement in writing of the parties hereto unless the Amendments are made by the TOWN as corrective actions under the Rules and Regulations, in which case they will be adopted as ordered. VIII. LEGAL MATTERS A. Integration This document and the Rules and Regulations represents the entire and integrated Agreement between the TOWN and the CONTRACTOR, and supersedes all prior negotiations, representations, and agreements, either written or oral. B. Binding Effect Chamber Agreement August 6, 1997 4 The terms of this Agreement shall bind, and inure to the benefit of, the parties, their heirs, successors, and assigns. IX. HOLD HARMLESS CONTRACTOR hereby releases and agrees to protect, defend, hold harmless, and indemnify TOWN, its Town Council, its officers, employees and elected officials, boards and commissions, from and against all claims, injury, liability, loss, costs and expense, or damage, however same may be caused, including all cost and reasonable attorney's fees in providing the defense to any claim arising therefrom, for any loss or damage to property (real and/or personal) and for personal injury to or death of any person or persons arising out of, occurring by reason of, or in any way connected with CONTRACTOR's PROJECT activities, or in consequence thereof. X. WHEN RIGHTS AND REMEDIES WAIVED In no event shall any payment by TOWN or any acceptance of payment by CONTRACTOR hereunder constitute or be construed to be a waiver by TOWN or CONTRACTOR of any breach of covenants or conditions of this Agreement or any default which may then exist on the part of TOWN or CONTRACTOR, and the making of any such payment while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to TOWN or CONTRACTOR with respect to such breach or default. XI. TERMINATION A. Termination for Cause Unearned payments under this Agreement may be suspended or terminated at any time before the date of completion by TOWN if: 1. CONTRACTOR fails to comply with conditions of the Agreement. 2. CONTRACTOR refuses to accept any additional conditions that may be imposed by the TOWN. 3. TOWN Council determines the TOWN can no longer fund the monies for the Agreement. Chamber Agreement August 6, 1997 5 B. Termination for Convenience TOWN or CONTRACTOR may terminate this Agreement in whole or in part when both parties agree that the continuation of the PROJECT would not produce beneficial results commensurate with the further expenditure of funds. The two parties shall agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. C. Upon Suspension or Termination. CONTRACTOR shall: 1. Not incur new obligations and shall cancel as many outstanding obligations as possible. 2. Be paid only for services actually rendered to TOWN to the date of such suspension or termination; provided, however, if this Agreement is suspended or terminated for fault of CONTRACTOR, TOWN shall be obligated to compensate CONTRACTOR only for that portion of CONTRACTOR's services which are of benefit to TOWN. 3. Turn over to TOWN immediately any and all copies of studies, reports and other data, prepared by CONTRACTOR or its subcontractors, whether or not completed, if any, in connection with this Agreement; such materials shall become property of TOWN. CONTRACTOR, however, shall not be liable for TOWN's use of incomplete materials or for TOWN's use of complete documents if used for other than the services contemplated by this Agreement. TOWN is not liable for any CONTRACTOR expenses incurred after the termination or closing date of the Agreement. XII. MISCELLANEOUS PROVISIONS A. The Caption The captions of the various sections, paragraphs, and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for Chamber Agreement August 6, 1997 6 resolving questions of the interpretation. B. No Third Party Beneficiary This Agreement shall not be construed or deemed to be an Agreement for the benefit of any third party or parties, and no third party shall have any claim or right of action hereunder for any cause whatsoever. C. Severability Clause In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which shall remain in full force and effect. D. No Pledging of TOWN's Credit Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of TOWN, or incur any obligation in the name of TOWN. CONTRACTOR shall save and hold harmless TOWN, its Town Council, its officers, employees and boards and commissions from expenses arising out of this Agreement. E. Disputes In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as reasonable costs, but not to exceed $5,000. F. Nondiscrimination 1. Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the employment of persons because of their race, color, national origin, sex, age, ancestry, sexual orientation, religion, physical or mental disability, or marital status, unless based upon a bona fide qualification under the California Fair Employment and Housing Act. 2. Neither the CONTRACTOR nor any of its subcontractors shall discriminate in the provision of any services or programs because of race, color, national origin, sex, age, ancestry, sexual orientation, religion, physical or mental Chamber Agreement August 6, 1997 7 disability, or marital status, unless based upon a bona fide qualification under the California Fair Employment and Housing Act. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first hereinabove set forth. LOS GATOS CHAMBER OF TOWN OF OS GATOS, COMMERCE, by: Kent Cooper Chairman of the Board APPROVED AS TO FORM: y-Pi Korb, Town Attorney Town of Los Gatos ATTESTED Mari Town of L. atos 61")_71(:-' e, Town C erk Attachments: Exhibit A - Assurances Exhibit B - Scope of Services Exhibit C - Rules and Regulations csd22: A: \Contract\Chamber. Agr Chamber Agreement August 6, 1997 David W. Knapp, Town ager APPROVED AS TO CONTENT: Regina Fa er Commu Services Director Town of Los Gatos 8 EXHIBIT A - ASSURANCES The CONTRACTOR assures and certifies to the TOWN that: 1. It possesses legal authority to apply for the grant; that a resolution, motion or similar action has been duly adopted or passed as an official act of the CONTRACTOR'S governing body, authorizing the filing of the application, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the CONTRACTOR to act in connection with the application and to provide such additional information as may be required. 2. It will comply with Title VI. of the Civil Rights Act of 1964 (42 USC 2000[a]) prohibiting employment discrimination where (1) the primary purpose of a grant is to provide employment or (2) discriminatory employment practices will result in unequal treatment of persons who are or should be benefitting from the grant aided activity. 3. It will not exclude from participation in, deny the benefits of, or subject to discrimination under any PROGRAM or activity, any person in the United States on the grounds of race, color, national origin, sex, age, religion or handicap status in accordance with the Age Discrimination Act of 1975, Section 504 of the Rehabilitation Act of 1973, Civil Rights Act of 1964 or Title VII. of the Act of 1968. 4. It will comply with the provisions of the Hatch Political Activity Act 5 USC 1501 et seq. which limit the political activity of employees. 5. It will establish safeguards to prohibit employees of CONTRACTOR or Federal, State or Local Governments from using their positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. 6. Comply with the applicable provisions of the Political Reform Act of 1974 relating to conflicts of interest (codified in California Government Code Section 87100, et seq.) and promptly advise TOWN of the facts and circumstances concerning any disclosure made to it or any information obtained by it relating to conflicts of interest. 7. It will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 USC 794). Chamber Agreement - Exhibit A August 6, 1997 1 EXHIBIT B EXHIBIT B - SCOPE OF SERVICES The Chamber will provide the following services at an office open to the public in Los Gatos: 1. Answer requests for general information about the Town of Los Gatos and the community in such areas as services available, who to contact for services, community events, recreational opportunities, retail shopping and dining opportunities, lodging and conference facilities, local schools, maps and directions to and within Los Gatos, and other general information questions. The Chamber shall provide this information without regard to an individual's or business' status as a Chamber member or non-member. The Town will compensate the Chamber at the rate of eight (8) dollars for each hour that the office is open, up to 30 hours each week. The maximum annual amount that the Town will compensate the Chamber for this service is $12,000 per year. The Town shall reimburse the Chamber on a quarterly basis after receiving a report from the Chamber indicating the number of hours of service provided during the prior quarter. The Chamber will provide the Town information on the number and type of informational requests handled by the Chamber. The reimbursement will occur within 30 working days after receiving an invoice from the Chamber. The first quarter shall begin on October, 1997. 2. Develop, produce, and distribute up to three different informational brochures about Los Gatos. The Chamber shall produce 1000 copies of each brochure each year. Each brochure shall be on glossy "brochure quality" paper which is at least 8.5 inches by 11 inches with information on both sides. Each brochure shall include a minimum of three professional quality photographs relevant to the topic. The categories for these brochures shall be: A. General Community Brochure - this brochure is to include a general overview of Los Gatos, a regional location map and directions, and a general description of the things to do, see, and enjoy in Los Gatos. B. Dining and Shopping Guide to Los Gatos - this brochure is to include general information about dining and shopping opportunities in Los Gatos. Rather than listing specific businesses, the brochure will describe the common types of opportunities in this category and include a regional location map and directions. Chamber Agreement - Exhibit B August 6, 1997 1 C. Lodging/Conference/Recreation - this brochure is to include general information about lodging and conference facilities available in Los Gatos. It is also to include general information about the community including recreational opportunities such as the Los Gatos bikeways and trails, park areas, and open space hiking opportunities. It should also include a regional location map and directions. The Town will provide $1500 for each catagory of brochure upon its completion within 30 working days of receiving an invoice from the Chamber. Each brochure catagory is an independent task, and the Chamber can be reimbursed for one, two, or all three brochure catagories. The Chamber will consult with the Town on each brochure catagory prior to development, and the Town will have final "check off" approval prior to production. Each brochure shall acknowledge that funding, at least in part, was provided by the Town of Los Gatos. It is anticipated that the Chamber may provide supplemental funding to finance each brochure either from general Chamber revenues or from private contributions. Private contributors providing cash or "in kind" services equal to or exceeding the Town's contribution for the brochure may receive an acknowledgement in the same manner as the Town on the brochure. The Chamber may place the logo of the Los Gatos Chamber of Commerce on the brochures. 3. Acquire 1,166 street maps of Los Gatos and distribute the maps upon request by the public. The Town will provide $3,500 to the Chamber for this service. Description Number* Maximum Payment* 1. Office Hours ($8/hr) 1,500 hours $12,000 2. Brochures A. General Community Brochure 1,000 copies $1,500 B. Dining & Shopping Guide 1,000 copies $1,500 C. Lodging/Conference/Recreation 1,000 copies $1,500 3. Maps 1,166 maps $3,500 * Annual goals and payments unless otherwise indicated. Chamber Agreement - Eziribit B August 6, 1997 2 EXHIBIT C RULES AND REGULATIONS GOVERNING COMMUNITY GRANTS PURPOSES AND APPLICATION. The following rules and regulations shall apply to all community grants made by the Town of Los Gatos and shall be incorporated by reference into the Community Grant Agreements between the Town and the recipient organizations. These Rules and Regulations are intended to provide a consistent system of evaluating the use of Town funds to deliver services and to ensure that the organizations receiving those funds know what is expected of them and are accountable for the funds and the services. II. DEFINITIONS. A. Contractor. As used in these Rules and Regulations, "Contractor" means the recipient of the Town community grant that is to deliver services under the terms of the grant. B. Program. As used in these Rules and Regulations, "Program" means the services to be provided by the Contractor as designated in the terms of the grant. C. Program Manager. As used in these Rules and Regulations, "Program Manager" means the person designated by the Town to be the principal liaison between the Town and the Contractor regarding the Program. III. ORGANIZATION AND CONDUCT OF CONTRACTOR. A. Contractor's Board of Directors shall include representation from the broadest possible cross section of the community including: those with expertise and interest in the Contractor's services, representatives from community organizations interested in the Contractor's services, and users of the Contractor's services. B. No member of the Board of Directors or the Director's family may be a paid employee, agent, or subcontractor of Contractor. C. Meetings of Contractor's Board of Directors, except meetings, or portions thereof, dealing with personnel or litigation matters, shall be open to the public. D. Contractor shall keep minutes, approved by the Board of Directors, of all regular and special meetings. E. Contractor shall encourage public participation in planning and implementing services under the grant agreement with the Town. August 7, 1997 1 IV. DOCUMENTS TO BE PROVIDED BY CONTRACTOR. A. Within 15 days of execution of the underlying grant agreement with the Town, Contractor shall deliver the following to the Program Manager: 1. The Articles of Incorporation under the laws of the State of California. 2. Current Bylaws. 3. Verification and documentation of Internal Revenue Service nonprofit status under Title 26, Section 501(c) of the Federal Code. 4. Names and addresses of current Board of Directors. 5. An organizational chart and staffing profile. 6. If the Contractor employs more than fifteen (15) employees, the personnel policies and procedures including an Affirmative Action Plan. 7. A copy of any lease agreement by the Contractor then in effect. Contractor shall report in writing any changes within five days of the effective date. B. Within ten (10) calendar days of the end of the last reporting period of the grant agreement, Contractor shall: 1. File reports (on forms approved by Town) with the Program Manager on the type and number of services rendered to beneficiaries through the operation of the Program. Such reports shall evaluate the manner in which the program is achieving its objectives and goals according to standards established by Town during the immediately preceding time period. 2. Submit to the Program Manager (on the Town -approved form) Contractor's request for reimbursement and supporting documentation on a quarterly basis according to the Budget contained in the grant agreement (see Section IV, B, 1. below). V. PROGRAM PERFORMANCE BY CONTRACTOR. A. Contractor shall: 1. Provide services in accordance with the "Scope of Services" defined in the grant agreement. 2. Coordinate its services with existing organizations providing similar service in order to foster community cooperation and to avoid unnecessary duplication of services. 3. Seek out and apply for other sources of revenue in support of its operation or services from county, state, federal and private sources and inform the Program Manager in its quarterly report immediately following any such award. August 7, 1997 2 4. Include an acknowledgment of Town funding and support on all appropriate publicity and publications using words to the effect that "Services are provided with funds from the Town of Los Gatos." VI. FISCAL RESPONSIBILITIES OF CONTRACTOR. A. Contractor shall: 1. Appoint and submit the name of a fiscal agent who shall be responsible for the financial and accounting activities of the Contractor, including the receipt and disbursement of Contractor funds. 2. Appoint a Treasurer from its Board, who shall review and by signature approve all receipts, disbursements, and bank account balances no less than monthly. 3. Establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. This system of accounts shall be subject to review and approval of Town. 4. Document all costs by maintaining complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, cancelled checks, bank statements and/or other official documentation evidencing in proper detail the nature and propriety of all charges. 5. Submit financial analysis at least every year in accordance with the criteria and standards contained in Exhibit A to these Rules and Regulations. 6. Repay any disallowed costs. Disallowed costs may be identified through audits, monitoring, or other sources. Contractor shall be afforded the opportunity to respond to any adverse findings which may lead to disallowed costs. The Town shall make the final determination of disallowed costs, consistent with the principles contained in OMB circular A-122, Cost Principles for Nonprofit Organizations. 7. Contractor shall, at its sole cost and expense, obtain and maintain in full force and effect throughout the term of the grant agreement with the Town, insurance as set forth in Exhibit B. VI. PRESERVATION OF RECORDS. A. Contractor shall preserve and make available its records: 1. Until the expiration of three years from the date of the submission of the final expenditure report or, for grants that are renewed annually, from the date of the submission of the annual financial status report; or 2. For such longer period, if any, as is required by applicable law; or August 7, 1997 3 3. If the grant agreement is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of three years from the date of any resulting final settlement. VII. EXAMINATION OF RECORDS: FACTLTTIF,. At any time during normal business hours and as often as may be deemed necessary, Contractor agrees that Town, and/or any duly authorized representatives shall, until expiration of (a) three years after final payment under the underlying grant agreement, or (b) such longer period as may be prescribed, have access to and the right to examine its plants, offices and facilities engaged in performance of the grant agreement and all its records with respect to all matters covered by the grant agreement, excepting those falling within the attorney -client privilege, and those falling within the attorney work -product privilege; provided that in the event of a dispute regarding the applicability of the attorney work -product privilege to specific records, the parties agree to submit the dispute to an impartial arbitrator agreeable to both parties. Agreement to the arbitrator shall not be withheld unreasonably. Costs of such arbitration shall be divided equally between the parties. Contractor also agrees that the Town, or any duly authorized representatives, have the right to audit, examine and make excerpts or transcripts of and from, such records, and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to matters affecting the Program. VIII. TOWN AUDITS. The Town may require an independent audit. Such audits may cover program compliance as well as fiscal matters. Contractor will be notified in advance that an audit will be conducted, and the Contractor shall fully cooperate with the auditors. Contractor will be afforded an opportunity to respond to any audit findings, and have the responses included in the final audit report. Cost of such audits will be borne by the Town. IX. PURCHASING. A. Title to Personal property: Title to any personal property used in performance of the services and work specified in the grant agreement shall be as follows: 1. Personal property donated shall become the property of Contractor or person specified by the donor; otherwise the same shall become property of Town except for property and equipment described in subparagraph (2) below. 2. Personal property and equipment permanently affixed to buildings owned by Contractor shall become property of Contractor. X. MONITORING AND EVALUATION OF SERVICES A. Evaluation of Program Performance. Evaluation of Program performance shall be the mutual responsibility of both Contractor and Town. Contractor shall furnish all data, records, information August 7, 1997 4 and reports necessary for Program Manager to monitor, review and evaluate performance of Contractor with respect to the Program and its components. The results of Contractor's performance will be recorded on a Town -approved monitoring and evaluation form. Town shall have the right to request the services of an outside agent to assist in any such evaluation. Such outside services shall be paid for by Town. B. Unsatisfactory Performance. Centractor shall be considered to be performing in an unsatisfactory manner if the Program Manager determines that the Contractor is providing client services below an established minimum standard or level as stated in the "Scope of Services" established in the grant agreement with the Town. A Contractor determined to be performing unsatisfactorily will be notified and shall have the opportunity to provide any relevant information to the Program Manager prior to any corrective action being taken by the Town. C. Upon receipt by Town of any information that evidences a failure or deficiency by Contractor to comply with any provision of these Rules and Regulations or the grant agreement, the Town may require corrective action to enforce compliance with such provision. Corrective action, up to and including termination of the grant agreement, may be taken if any of the following, as examples only, occur: 1. If Contractor (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to Town in connection with the Program. 2. If there is pending litigation with respect to the performance by Contractor of any of its duties or obligations under the grant agreement that may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program. 3. If Contractor shall have taken any action pertaining to the Program which requires Town approval without first having obtained such approval. 4. If Contractor is in default under any provision of the grant agreement. 5. If Contractor makes improper use of grant funds. 6. If Contractor fails to comply with any of the terms and conditions of the grant agreement or these Rules and Regulations as to constitute material breach thereof. 7. If Contractor submits to Town any reports that are incorrect or incomplete in any material respect. D. Corrective Action. In reviewing whether performance of the Program has met the level or standard established in the grant agreement, the Town shall have the right to require the presence of Contractor or its representative at any hearing or meeting called for the purpose of considering August 7, 1997 5 corrective action within seven (7) working days of receiving such notice. Contractor will have an opportunity to participate in corrective action deliberations, but the ultimate determination of action to be taken shall be solely the Town's. Town shall forward to Contractor a set of specific corrective action recommendations relative to unsatisfactory Program performance and/or noncompliance and a timetable for implementing the specified corrective action recommendations; such timetable shall allow Contractor not less than seven (7) working days to comply with the specified corrective action recommendations. Following implementation of the corrective actions, Contractor shall forward to Town, within ten (10) working days any documentary evidence required by Town to verify that the corrective actions have been taken. In the event Contractor does not implement the corrective action recommendations in accordance with the corrective action timetable, Town may suspend payments hereunder and/or provide notice of intent to terminate this contract. However, should the Town determine that illegal activity or misuse of Town funds may have occurred, the Program Manager may immediately suspend payments until the Program Manager is satisfied that no illegal activity or misuse has occurred or the processes for corrective action described above have been resolved. XI. PROGRAM INCOME. A. Income from Disposition of Property. 1. If disposition instructions from Town require sale of property, Contractor must compensate Town the amount computed by applying Town's percent of participation in the cost of the Program to the proceeds from sale after deducting actual and reasonable selling and fix -up expenses, if any, from the sale proceeds. 2. If Contractor is directed to transfer title of property to Town, Contractor shall be entitled to compensation computed by applying the Town's percentage of participation in the cost of the Program to the current fair market value of the property. B. Other Income. All other Program income earned during the grant period shall be retained by the Contractor and shall be added to funds committed to Program by the Town and used to further eligible Program activities and to finance, upon Town's approval, the non-federal share of Program or, deducted from the total project costs for the purpose of determining the net costs on which the Town's share of costs will be based. XII. REALLOCATION OF FUNDS. Town may reallocate the amount of underspending in the Program as a whole, to another project. Town shall, before reallocation, give Contractor ten (10) working days written notice of its intention to reallocate funds, together with a copy of Town's expenditure review for the Program and statements of its reasons for such reallocation. Town shall make its final determination with respect to August 7, 1997 6 reallocation only after Contractor has been given an opportunity to present its views and recommendations with respect to such contemplated reallocation. In no event, however, shall Town be bound to accept Contractor's views or recommendations with respect to such contemplated reallocation. CSD22:A:\GRAN9RUL August 7, 1997 7 EXHIBIT A FINANCIAL ANALYSIS REQUIREMENTS FOR CONTRACTORS A. Types of Financial Analyses 1. Contractor Internal - Revenue and Expenditures: A statement of revenue and expenditures only, certified be the Contractor's Board of Directors. 2. Contractor Internal - Financial Statements: A set of financial statements, prepared in conformity with generally accepted accounting principles, and certified by the Contractor's Board of Directors. (Includes balance sheet and statement of revenue and expenditures. A statement of cash flow is desirable, but not required.) 3. Accountant's Report: Compiled or reviewed statements, prepared by a certified public accountant, in conformity with generally accepted accounting principles. Footnote discloses may be omitted at the discretion of the program manager. 4. Audit: Audited statements, prepared by a certified public accountant. Copies of all management letters must also be provided. B. Requirements 1 The type of financial analysis required of the Contractor will depend on the amount of Town funds allocated to the Contractor and the size of the Contractor's annual budget: a. For a Contractor receiving $5,000 or less of Town Funds: a Contractor Internal - Revenue and Expenditures. b. For a Contractor receiving over $5,000 in Town Funds, or a Contractor receiving over $10,000 in Town funds but with an annual budget of less than $100,000: a Contractor Internal - Financial Statements. c. For a Contractor receiving over $10,000 in Town funds and with an annual budget of $100,000 or more, or a Contractor receiving over $20,000 in Town funds but with an annual budget under $200,000: an Accountant's Report. d. For a Contractor receiving more than $30,000 in Town funds and with an annual budget of more than $400,000: an Audit. 2. If the Program Manager determines that a higher level of financial analysis is necessary than provided above, the Program Manager may require a higher level of analysis as a corrective action under the Rules and Regulations. CSD22: A:1CONTRACi\G RANrRUL August 7, 1997 1 EXHIBIT B INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Program by the Contractor, its agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the Contractor. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Insurance services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. 3. Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. B. MINIMUM LIMITS OF INSURANCE Contractor shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. C. DEDUCTIBLES AND SELF -INSURED RETENTIONS Any deductibles or self -insured retentions must be declared to and approved by the Town. At the option of the Town, either: the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Town its officers, officials, employees and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. August 7, 1997 1 D. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages a. The Town, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor, products and completed operations of the Contractor, premises owned, occupied or used by the Contractor, or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Town, its officers, officials, employees or volunteers. b. The Contractor's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employers Liability coverage The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials, employees and volunteers for losses arising from work performed by the contractor for the Town. 3. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30 days' prior written notice by certified mail, return receipt requested, has been given to the Town. E. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers with a Best's rating of no less than A: VII. F. VERIFICATION OF COVERAGE Upon execution of this agreement, Contractor shall furnish the Town with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms provided by the Town. Where by statute, the Town's workers' compensation -related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received and approved by the Town before work commences. The Town reserves the right to require complete, certified copies of all required insurance policies, at any time. August 7, 1997 2 G. SUBCONTRACTORS Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. CS D22: A: 1CONTRACIIGRANfRUL August 7, 1997 3 EXHIBIT C PAYMENTS TO CONTRACTOR I. GENERAL. TOWN agrees to pay CONTRACTOR for the performance of the services, work, and duties, subject to and performed in connection with the Grant Agreement a sum of money not to exceed $20,000. These payments are made on a reimbursement basis for services actually performed by CONTRACTOR. II. TOWN REVIEW. Payment to the CONTRACTOR shall be made upon receipt by TOWN of the monthly or quarterly reports required by the Grant Agreement and the Rules and Regulations, and any required .. documentation. III. TRANSFER OF PROGRAM FUNDS. On a quarterly basis, TOWN will review CONTRACTOR's quarterly expenditures, if any, for services performed and costs incurred by CONTRACTOR. If the review reveals that the budgeted expenditures for the PROGRAM in any quarter as a whole or by any cost category are below the amount allocated under the Grant Agreement, the TOWN may transfer the amount of that underspending into another cost category of the PROGRAM. Before making such a transfer, the TOWN shall follow the same process provided in the Rules and Regulations for a reallocation of funds. If the expenditures in any quarter by the CONTRACTOR exceed the amount allocated to the PROGRAM or any cost category, the TOWN may terminate non -salary expenditures for the PROGRAM until the expenditures are brought into conformance with the Grant Agreement. At the request of the CONTRACTOR, the PROGRAM MANAGER may approve transfer of funds from one cost category to another cost category if: 1) there is no increase in the total amount specified in the Grant Agreement, and 2) the goals and objectives set forth in the "Scope of Services" of the Grant Agreement will not be negatively affected. Any such approval shall be in writing before being effective. CS D22:A: \CONTRACTIGRANTRUL August 7, 1997 1 TOWN OF LOS GATOS CHAMBER OF COMMERCE REQUEST FOR A COMMUNITY GRANT FOR THE DESIGN AND DEVELOPMENT OF A LOS GATOS WEBSITE 1. Summary Statement The Los Gatos Chamber of Commerce requests from the Town of Los Gatos a Community Grant of $13,700 for the design and development of an official Los Gatos Website. 2. Background The Chamber now provides information services through the Information Office by contract to the Town. The current scope of services (Exhibit B) includes a provision for development of a Chamber Website. The Chamber's Website (www.losgatosweb.com) was developed and has been maintained by a volunteer webmaster, Dana Smith, President of The Boardwalk Companies. During the last six months, Russ Lothian, Chair of the Chamber's MarCom Committee, Jon Robertson, MarCom Committee, and Sheri Lewis, Executive Director of the Chamber, have been working with a consortium of Town staff and other Chamber members to investigate the need for, feasibility of, and a project budget for an official Los Gatos Website. As the official Information Source for the Town of Los Gatos, it would be a natural extension of the Chamber's role to professionally design, develop and maintain an official Los Gatos Website. This site would link to the existing Town Government and Los Gatos Chamber Websites. This site would differ from the government and chamber sites, as it would provide additional information about the community, such as a calendar of events and information for visitors and new residents. The Web address would be www.los-aatos.org and the Homepage would provide the following menu selections: • Calendar of Events • Town Government (maintained by Town staff) • New Residents • Visitors • Community • Maps • Chamber of Commerce. Town staff would continue to maintain the Government site, which would be a menu choice on the Home Page. The Chamber would be responsible for the development and maintenance of the remaining pages. Money from this grant would not be used to create or maintain any special pages created for individual Chamber members. The Chamber would use the grant for purchasing needed equipment and software, for training Chamber staff who will maintain the site, for installation of a line to connect to an Internet Service Provider, and for site design, development, and implementation. The Chamber has received a proposal submitted by our 1 Attachment 3 current volunteer webmaster, Dana Smith of the Boardwalk Companies to provide most of these services. 3. Project Budget Boardwalk Companies bid for procurement and installation of hardware and software, training materials, and design and development of the site $9,073 DSL line to Internet Service Provider $500 3 year extended service agreement for hardware $927 Onsite training $1400 • Chamber staff's time to develop and implement the project $1800 TOTAL: $13,700 4. Project Timeline • Design and Development Phase: projected completion date 12/99 Implementation Phase: +projected completion date 6/00 5. Maintenance It is understood that Chamber staff will provide ongoing maintenance for the Los Gatos Website, with funding from the Chamber's Town of Los Gatos Information Services annual operating budget. 2 LOS GATOS WEBSITE CORE CONTENT PAGES c0 Communication ATTACHMENT 4 o ++ �.0 � c c c a) y Q 2 .6 . CD c O CO m O a) a) U E t °) O . Q o 2 2 0_ o 0 c 0 0 0 cn c� g) o o p0 0 0 3 c c c a) o 0 v) aS 0 7 7 ai 6 c cz 'O U� 1 H0 0 0 0 "0 O L= O ,0 (0 UUUOOcO( c()Cow>Jon 0 mi ca a) d N o a) cn - a) E c Q •' d 0 7 o cn i U a) V >+ c "O 4) -o co a) Q 7 O U a) U i Q) 11 a) V) a .W O a i Q) "-' U U Q a) � .2 0 U a) i U a) CI Q a) i a) c i i (] 06 cs 0 U O N 0 i- 0 0 0 co ° cn 0_ ° Q O ` (0._ a) i . a) U V) - O Q E a) (6 O 0) a� a cn = a) o_ 0 o U a� •L 0 c w Q 0 c •� 3 a) O o c O 0 O C 0_ 0 0 c N •. zn O c'�xs °' ° o a°i o a)� o) v) i, ._ E Z 2 U a) 0 a) C) s a� cdEo O0 oc0 CoEEo m.�'o0 F-LLWI-U0_J0_Uo-d0E2 Ww> (/)IL_ U cn a) C w a)c c a) C O " c E U_ O c U _N Q N- -0 E .c D_ ° a) O O cl O . cs a) O U 0 U c u) o .C2 gO ma 5 2 U `o) m Q o s w E .o N L O cc 2 °6 :in m ,_ 0)ac c o D= 3 co Iowf` WUQ2cLcrOcan>->HZ2 a) (0 V) c i4 a) ° c LEi 0 c ( cp o 'a O N td Z.c ai o c� �-cU c c c o 2)WUI—HZIO a) ._ E E9 c E • .o 0 C� 0) c E V 0 G C c-) v E _0 C000 V `� 0 0 C7 3 E-, 0 INTERNAL TRACKING DEPTMENT: AGENDA ITEM: RESO/ORD NUMBER: 14 5)1 DATE BY ) CERTIFIED COPY TO PLANNING PUBLISH IF REQUIRED - Date of Publication ORDINANCES ONLY WHEN SIGNATURE AND /s/ COPY (1 EACH) completed, SEND TO MAYOR for SIGNATURE NO.of COPIES:_2_MAIL TO DISTRIBUTION LIST NO.of COPIES: 11 PROOF OF MAILING PREPARED SIGN BY CLERK/SEAL ENTER INTO ECM ORDINANCE/RESOLUTION FILE prJTJ CODIFICATION IF ORDINANCE ! clk:d16:1othcr\ordres2 RESOLUTION I999-151 RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE A THIRD AMENDMENT TO AGREEMENT FOR COMMUNITY SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FOR FISCAL YEAR 1999-00 WHEREAS, the Town of Los Gatos Chamber of Commerce has provided information services through their Information Office by contract to the Town of Los Gatos since 1997; and WHEREAS, the Council allocated $20,000 to fund the Chamber's Information Services in the Town Operating Budget for Fiscal Year 1999-00; and WHEREAS, THE Town of Los Gatos Chamber of Commerce has requested $13,700 for design and development of an official Los Gatos Website; and WHEREAS, it is a natural extension of their role for the Town of Los Gatos Chamber of Commerce to provide information about the Town of Los Gatos on the World Wide Web; and WHEREAS, there has been a significant increase in the use of the Internet; and WHEREAS, it is essential that the Town improve its Web presence; RESOLVED, that the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, hereby authorizes the Town Manager to execute a Third Amendment to Agreement by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce Fiscal year 1999-00. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 4th day of October, 1999 by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Steven Blanton, Linda Lubeck, Joe Pirzynski, Mayor Jan Hutchins. NAYS: None ABSENT: None ABSTAIN: None SIGNED: /s/ Jan Hutchins MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: /s/ Marian V. Cosgrove CLERK OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA OFFICE OF THE TOWN CLERK ORDINANCES & RESOLUTIONS ORIGINATING DEPT: COUNCIL AGENDA DATE: COUNCIL AGENDA ITEM: /z1,4LA -0//-i/V SUBJECT: l ill / 7A/12v>1.Lld RESOLUTIONL 'AA,/ ORDINANCE /� / ja ' �Number: /99-� . Number: Date of Adopt: /G'/ i 7 Date of Intro: Date of Adopt: PUBLICATION REQUIRED: ZONE CHANGE: COUNCIL ACTION: AYES: NAYS: ABSENT: ABSTAIN: COUNCIL MEMBERS NAMES: Randy Attaway, Steven Blanton, Linda Lubeck, Joe Pirzynski, Mayor (or Chairman) JAN HUTCHINS ORDINANCES and RESOLUTIONS MUST BE RETURNED TO TOWN CLERK BY WEDNESDAY AT 12 NOON. ORDINANCES MUST BE READY FOR IMMEDIATE PUBLICATION TC: D7: RESO-ORD Town Council Minutes October 4, 1999 Redevelopment Agency Los Gatos, California TRASH & RECYCLING RECEPTACLES/STATION WAY/PARKING LOT/CONT. Town Staff would consider a trash enclosure at either end of the parking lot, but that is not a present option. The Town's desire is to increase the amount of parking in the lot. Additional trash enclosures would cause the loss of additional parking spaces. The license agreement has been prepared by Old Town. At the end of each calendar year, Old Town will provide a statement to each of the businesses informing them what the expenses have been for the year. Exhibit "B" in tonight's report is an estimate of those charges. If recycling has been done well by participants the rates will go down. It will be up to the businesses using the compactor to monitor the five year amortization as it appears in their annual statement and to make sure that Old Town is no longer charging for the enclosure at the end of the specified time. Council Consensus to accept the report regarding the Main/Elm Lot improvements related to trash and recycling receptacles and request staff to return with report addressing availability of solid waste management funds available for supporting this type of project such as the AB949 funds. CHAMBER OF COMMERCE/AGREEMENT WITH TOWN/RESOLUTION 1999-151 (09.19) Mayor Hutchins stated that this was the time and place duly noted to consider adopting resolution authorizing the Town Manager to execute a Third Amendment to Agreement for Community Services by and between the Town of Los Gatos and the Town of Los Gatos Chamber of Commerce for Fiscal Year 1999-00. Motion by Mr. Attaway, seconded by Mrs. Lubeck, that Council adopt Resolution 1999-151 entitled, RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE A THIRD AMENDMENT TO AGREEMENT FOR COMMUNITY SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FOR FISCAL YEAR 1999-2000. Carried unanimously. DOWNTOWN PARKING IMPROVEMENT PLAN (15.40) Council considered various downtown parking issues and made several decisions by consensus. The following people from the audience spoke to this issue: Dianne McNutt, 25 Jackson Street, representing the Chamber of Commerce, spoke of the efforts of the Chamber and updated Council on the items that have been worked on. She addressed the Miles Avenue improvements and staff noted that the trail access would be too expensive to light and that there already was sufficient lighting on Miles. The steepness of Miles to navigate at night was discussed. Changing the time limits in the parking lots was discussed and the Chamber would prefer to have lot 7 remain an all day parking lot. She noted the Park and Ride lot in the north end; Miles Ave. in the middle; and Lot 7 in the South end of Town for employee parking. If lot 7 is removed from all day parking there should be alternatives for employees such as all day permits. She spoke of employee recruitment and the need for available employee parking in order to retain those employees. Terri Hope, 212 Bella Vista, owner of Los Gatos Coffee Roasting Company near Lot 7. Miles Ave. Lot is 1/2 mile from Main Street. Her employees would be walking in the rain, cold and dark instead of just around the corner. Some of her employees are minors and she is concerned for their safety. There is a man power crisis in Los Gatos and she has had to cut her hours fourteen hours a week because she cannot staff her store. She asked questions specifically regarding the times and dates these new parking hours would be in effect. Why can't the public park on public streets, specifically University Avenue. Many employees are also residents of Town. She asked for restricted parking on Sundays. TC:D11:MM100499 6