2000-031-Execute An Agreement With Tim Ware, For Parking Management Consultant ServicesRESOLUTION 2000 - 31
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF .LOS GATOS
.AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH
TIM WARE, FOR PARKING MANAGEMENT CONSULTANT SERVICES.
WHEREAS, Town desires to develop a draft parking .management plan to .improve
parking conditions in the downtown and surrounding residential neighborhoods, but .lacks the
internal staff and expertise to do so; and
WHEREAS, Tim Ware developed a successful parking management program for the
City of Aspen, Colorado:; and, consequently, has the necessary skills and experience to assist the
Town in developing its own parking management plan; and
WHEREAS, the Town Council desires to .contract with Mr. Ware to provide
consulting services and assist the Town in developing a draft Parking Managemerit Plan and
procedures to assist in its implementation.
NOW, THEREFORE, THE TOWN COUNCIL OF THE TOWN OF 'LOS
GATOS DOES HEREBY RESOLVE AS FOLLOWS: that it authorizes the Town Manager
to execute the attached Agreement with Tim Ware for consulting services.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos,
California, held on the 17th day of April, 200D by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Linda Lubeck, Joe Przynski,
Mayor Steven Blanton
NAYS: None
ABSENT: Jan Hutchins
ABSTAIN: None
SIGNED:
MAYOR OF THE 'T'OWN OF SOS GATOS
LOS GATOS, CALIFORNIA
ATTF,ST: (~ ~
~ ~ ~C~.~L~JC~'
C~ ~C-
CLERK OF '~ T-IF' 'I'C~VVN O OS G T S
LOS GATOS, C'ALIFORNI
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AGREEMENT ..FOR ':~ . ~ L ~,. .. ~` ~`~' ~-~
PARKING MANAGEMENT CONSULTANT SERVICES ~~ ~. ~~ r " ~ ~...-•.~~ -
THIS AGREEMENT is entered into this ~~ of ('~ 2000, by and
between the Town of Los Gatos, State of California, herein called the "Town", the Town of Los
Gatos Redevelopment Agency, State of California, herein called the "Agency", and Tim Ware,
engaged in providing parking management consulting services herein _called the "Consultant",
RECITALS
AGREEMENTS
NOW, THEREFORE, THE PARTIES HERETO AGREE AS .FOLLOWS;
A. The Town and Agency are considering undertaking activities to plan and develop a
preliminary parking study, residential plan, employee permit system and a paid parking plan.
B. The Town and Agency desire to engage a .Parking Management Consultant to provide
consulting services. in conjunction with the development of a preliminary parking study,
residential plan, employee permit system and a paid parking plan,, because of Consultant's
experience and qualifications to perform the desired work. .
C: The Consultant represents .and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement,
1. Scope of Services, Consultant will use his knowledge and expertise to assist in the
preparation of a draft Parking Management Plan (PMP) for the downtown commercial and
residential core. This draft will incorporate a comprehensive approach to managing these
existing publicparking spaces in the most effective and efficient manner appropriate for the
Town and Agency, The total payment, including reimbursable expenses, will .not exceed
$12,000 without an amendment approved by the Town and Agency,
a. Phase 1 -Three days On-Site and Two days Off Site - $3,400
Consultant will work directly with the Parking Commission, the Downtown
Conurrunity Parking Task Force, Town and Agency staff, and other interested parties to
identify the specific elements of the draft PMP, These elements will include proposed
boundaries, zones, rates, andprocedures forthe managedparking areas. The draftPMP will
consider such :items as Residential Permits; Employee Permits; Temporary Work Permits;
and pay for parking, including the number; type, and location of collection equipment
(including in-car meters). The draft PMP will identify options for these elements and items,
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including a discussion of their pros and cons.
b. Phase 2 -.Five Days On-Site - $3,400
Consultant will assist in the preparation of draft Requests for Bid for parking
equipment, a draft operating. plan (including a projected revenue and expenditures for thG
first two years of operation), and draft legislation to implement the plan. These items will
be submitted to the Town and Agency approximately 30 days after the on-site days for this
phase. are completed.
c. Phase 3 -Four Days On-Site - $2,700
Consultant will assist in the development of education and marketing materials for
the draft PMP and complete a :final revision of the draft PMP.
1. Time of Performance. The services of :the Consultant are to .commence upon the execution
of this Agreement and issuance of a Town and Agency purchase order, with completion of
the program by June 30, 2000.
2. Compliance with Laws. The Consultant shall .comply with all applicable laws, codes,
ordinances, andregulations of governing federal, state and local laws. Consultant represents
and warrants to Town and Agency that he -has all icenses, permits, qualifications and
.approvals of whatsoever nature which are .legally required for Consultant to .practice his
;profession. Consultant represents and warrants to Town and Agency that Consultant shall.
at his ole cost. and expense, keep in effect or obtain at all times during the term of this
Agreement any licenses, permits, and approvals which are .legally required for Consultant
to practice his profession. Consultant shall maintain a Town of Los Gatos business license
pursuant to Chapter 14 of the Code of the Town of Los Gatos.,
3. Sole Responsibility. Consultant shall be responsible for employing or engagng,all persons
.necessary to perform the services under this Agreement.
4. Information/Report Handling. All documents furnished to Consultant by the Town and
Agency and all reports and supportive data prepared by the Consultant under this Agreement
are the Town and Agency's property and shall be .delivered to the Town and Agency upon
the. completion of Consultant's services. or at the Town and Agency's written request. All
reports, information, data, and exhibits .prepared or assembled by Consultant in connection
with the performance of .his services pursuant to this Agreement are confidential until
released by the Town and Agency to the public, and the Consultant shall not make any of
these documents or information available to any individual or organization not employed by
the Consultant or the Town or the Agency without the written consent of the -Town and
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.Agency before such .release. The Town and Agency acknowledge that the reports to be
prepared by 'the Consultant pursuant to this Agreement are for the purpose of evaluating a
defined project, :and Town :and Agency's use of the information contained in the .reports
prepared by the Consultant in connection with other projects shall be solely at the Town and
.Agency's risk, unless Consultant expressly consents to such use in writing. Town and
Agency further agree that itwill not appropriate any methodology or technique of Consultant
which is and has been confirmed in writing by Consultant to be a trade secret of Consultant.
S. Com,~ensaton. Compensation for Consultant's professional services shall be as follows:
a. Consultant shall be paid the amounts .specified in the Scope of Services of this
.Agreement in the manner specified therein.
b, Reimbursement of expenses. The Town and Agency shall reimburse the Consultant
up to a maximum of $2,500 for the following expenses; Town Business License t
($200), air travel, hotel accommodations and :meals for On-site days, printing
expenses, and other expenses only if approved in advance by the Town Project
Manager. Reimbursement ofexpenses will be basedupon actual receipts submitted
by the Consultant.
c, Additional Hours. If the Town and Agency approve .additional work beyond this
Scope of Services, the Consultant will provide them at the rate of $125.00 per hour
for on-site services provided by Consultant. Suchwork will not begin prior to Town
and Agency .issuing purchase :order.
d. Reimbursement :ofexpenses for such .additional work will be on the same basis as
provided in this Agreement, and the :amount will be established at the time the
additional work is authorized by the`Town and Agency.
Billing shall be accompanied by a detailed explanation of the work performed and on what
date. Also, plans, specifications, documents or other pertinent materials shall be submitted
for Town and Agency's review, even if only in partial or draft form.
Payment shall be net thirty {30) days upon submission of an invoice for each Phase and t
certification by the Town Project Manager that all of the tasks associated with the Phase or
Phases for which payment is sought have been satisfactorily completed.
All invoices and statements to the Town and Agency shal l reference the Town's purchase
order number and be addressed as follows:
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Invoices.:
Town of Los. Gatos and
Redevelopment Agency
Town of Los Gatos
Attn; Accounts Payable
P.O. $ox 949
Los Gatos, CA 95030
'Statements:
Town of Los Gatos and
Redevelopment Agency Town of Los Gatos
Attn: Finance Department
P.O. Box 949
Los Gatos, CA 95030
6. Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three (3) years following completion of the work under this Agreement. Consultant
shall make these :records available to authorized personnel of the Town and Agency at the
Consultant's offices during business hours upon written request of the Town and Agency.
7. Proj ect Manager, The Project Manager for the Consultant for the work under this Agreement
shall be Tim Ware, and the Proj ect Manager for the Town and Agency shall be Robin. Tole,
Parking Coordinator.
8. Assi ng ability and Subcontracting. The services to be performed under this Agreement are
unique and .personal to the Consultant. No portion of these .services shall be assigned or
subcontracted without the written consent of the Town and.Agency.
9. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Town;
Robin. Tole, Parking Coordinator
Town of Los Gatos
110 E. Main :Street
Post Office Box 949
Los Gatos, CA 95031
To Consultant:
Tim Ware
45S Doolittle Drive
Aspen, CO 81611
or personally .delivered to Consultant to such address or such other address as Consultant
designates in writing to Town and Agency.
10. Independent Contractor. Tt is understood that the Consultant, in the performance of the work
and services agreed to be performed, shall ..act as and be an independent contractor and not
an agent or employee of the Town and Agency. As an independent contractor he/she shall .
not obtain any rights to retirement benefits or other benefits which accrue to Town and
Agency employee(s), With prior written consent, the Consultant may perform some.
obligations under this Agreement by subcontracting, but may not delegate ultimate
responsibility for performance or assign or transfer interests under this Agreement.
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Consultant agrees to testify in any litigation brought regarding the subject ofthe work to be
performed under this Agreement, Consultant shall be compensated for its costs and expenses
in preparing for, traveling to, and testifying in such matters at its then current hourly rates
of compensation, unless uch litigation is brought by Consultant or is based on allegations
of Consultant's negligent performance or wrongdoing.
11, Conflict of Interest. Consultant understands that its professional responsibilities is solely to
the Town and Agency. The Consultant has and shall not .obtain any holding or interest
within the Town of Los Gatos, Consultant has no business holdings or agreements with any
individual member of the Staff or management of the Town and Agency or its
representatives nor shall it enter into any such holdings or agreements. In addition,
Consultant warrants that it does not ,presently and shall not acquire any direct or indirect
interest adverse to those of the Town and Agency in the subject of this Agreement, and it
shall immediately disassociate itself from such an interest should it discover it has done o
and shall, at the Townand Agency's sole discretion, divest itself of such interest. Consultant
shall not knowingly and shall take reasonable steps to ensure that it does not employ a person
having. such an interest in this performance of this Agreement.. If after employment of a
person, Consultant discovers it has employed'a person with a direct or .indirect interest that
would conflict with its performance of this Agreement, Consultant shall promptly notify
Town and Agency of this employment relationship, and shall, at the Town and Agency's sole
• discretion, sever any such employment relationship.
12. Indemnification.
1. The Consultant shall save, keep and hold harmless indemnify and defend the Town
and Agency its officers; agent, employees and volunteers from all damages,
liabilities, penalties, costs, or expenses in law or equity that may at any time arise or
be set up because of damages to property or personal injury received by reason of,
or in the course of performing work which may be occasioned by a willful or
.negligent act or omissions of the Consultant; or any of the Consultant's officers,
employees, or agents or any subconsultant.
2, The Town and Agency shall save, keep and hold harmless, indemnify :and defend
Consultant, his officers, employees andagents from all damages, liabilities, penalties,
costs, judgments in law or equity that might arise or be set up because of damages
to property, personal injury or other loss incurred by the Town, the Agency or any
person or entity by reason of performance of the implementation of part or all of the
consultant's recommendations including any economic losses that may alleged to
have been suffered from the implementation of Consultant's work. Town and
Agency recognize and understand Consultant's sole obligation is to make
recommendation for transportation and parking p ans in good faith using. his best
professional judgment and that the consultant is in no way acting as a guarantor of
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the results and consequences on implementation of such recommendations as hemay
make.
13. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall'
operate as a waiver of any other right or remedy that party may have hereunder, nor does
waiver of a breach or default under this Agreement constitute a .continuing. waiver of a
subsequent. breach of the same or any other provision of this Agreement.
14. Governing Law. This Agreement, regardless of where executed, shall be .governed by and
construed to the Laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior or Municipal Court of the County of Santa Clara.
15. Termination of A~ereement. The Town and Agency and the Consultant shall have the right
to terminate this Agreement with orwithout cause by giving not less than fifteen{15) days
written notice of termination. In the event of termination, the Consultant shall deliver to the
Town and Agency all,plans, files, documents, :reports, performed to date by the Consultant.
In the event of such termination, Town and Agency shall pay Consultant an amount that
-bears the same ratio to the ,maximum contract price as the work delivered to the Town and
Agency bears to completed services contemplated under this Agreement, unless such
termnatioms made for cause, in which event, compensation, if any, shall be adjusted in light
of the particular facts and circumstances involved in such termination.
16. Amendment. No modification; waiver, mutual termination, or amendment of this Agreement
is effective unless made in writing and signed by the Town and Agency and the Consultant.
17. Dis utes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
18. ;Entire Agreement. This Agreement constitutes the complete and exclusive statement ofthe
Agreement between the Town, Agency and the Consultant. No terms, conditions,
understandings oragreementspurporting to modify or vary this Agreement, unless hereafter
made in writing and signed by the party to be bound, shall be binding on either party.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement as of the
date indicated on page one (1).
Town of Los Gatos - :and Redevelopment
ency o the Town of Los Gatos,. by:
Y.21,~
David W. Knapp, Town Manager .and ,~
Executive Director
Consultant, by:
Tim Ware
45S Doolittle Drive
Aspen, CO 81611
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Approved as to Form:
Oz~y r ,Town Attorney/ General Counsel
Revised, April-4, 2000
N:WTY\WARE,CpN
ATTEST: ... ,
~,~:
Clerk of the Town of Los Ga~o's, ~ ~~~
Los Gatos, California . ~ ~~,~~'~ ... ~ -
..
Marian V, Cosgrove,'3"own Cle /- . ,, _
Secretary of the Redev~~opm~fi~ Agency-of
the Town Qf Los Gatos '~_ ~~ ,~ . ,.
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