LG Chambers annual AGR reviewMEETING DATE: 6/16/14
ITEM NO:
cos ���os COUNCIL AGENDA REPORT
DATE: JUNE 5, 2014
TO: MAYOR AND TOWN COUNCIL
FROM: GREG LARSON, TOWN MANAGER
SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS
CHAMBER OF COMMERCE TO MANAGE THE TOWN'S INFORMATION
CENTER AND COORDINATE THE LEADERSHIP LOS GATOS PROGRAM.
RECOMMENDATION:
Authorize the Town Manager to execute an agreement for services with the Los Gatos Chamber of
Commerce in an amount not to exceed $50,000.
BACKGROUND:
In 2001, the current agreement for services was first executed to include the operation and management
of the Town's Information Center, as well as coordination of the Town's annual Leadership Los Gatos
program.
DISCUSSION:
The Town's Information Center provides residents and visitors with a location within the Central
Business District to obtain information regarding various Town matters including: events, meetings,
Town services information, business directories, relocation information, and various other subjects.
The office is open to the public 40 hours per week, 52 weeks a year with the exception of scheduled
holidays. The Center is also open on occasional Saturdays in an effort to maximize the Center's
availability. Town membership in the Chamber is also included as part of the agreement.
The Leadership Los Gatos program is designed to engage, educate and develop service- oriented
individuals who live and/or work in Los Gatos for leadership roles in community and neighborhood
organizations, schools, places of worship and Town government. The program includes ten sessions and
PREPARED BY: MONICA RENN �1/
Economic Vitality Coordinator
Reviewed by:
Town Manager Town Attorney
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MAYOR AND TOWN COUNCIL
SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS
CHAMBER OF COMMERCE TO MANAGE THE TOWN'S INFORMATION CENTER
AND COORDINATE THE LEADERSHIP LOS GATOS PROGRAM
JUNE 2, 2014
participants are required to apply and pay tuition for the program. Many employers will often sponsor
their employees in this community program. Exhibit A provides a scope of the services above.
In June 2013, Town Council requested more information be provided on the services that the Chamber
of Commerce provides through the Town's Information Center, and questioned the Chamber's support
of a matter before the Town Council given the Town's provision of funds to the Chamber.
The Chamber of Commerce provided detailed information in response to the Council's request. This
information was in the staff report provided to Town Council for the FY 2014 -2015 budget hearing.
Language has been added to the contract with the Chamber of Commerce for FY 2014 -2015, section
2.9, requiring that an annual report and accounting of expenditures of the funds covered by the
agreement be provided to the Town at the end of the fiscal year.
To address the latter concern of the Council, language has been added to the contract under section 2.13,
which disallows the use of any monies received under this agreement for the endorsement, opposition or
participation in any political lobbying activity involved in the support or opposition to any candidate for
public office or proposed ballot measure.
CONCLUSION:
It is recommended that the Town Manager execute the attached agreement for services with the Los
Gatos Chamber of Commerce in the amount not to exceed $50,000.
ENVIRONMENTAL ASSESSMENT:
Is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
There are sufficient funds available for this project in Program and Account number 1201 - 67102.
Attachments:
Agreement for Services including Exhibit A, Scope of Services
AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND
THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 2013 -2014
THIS AGREEMENT is made and entered into on June 30, 2014, by and between TOWN OF LOS
GATOS, a California municipal corporation, ( "Town") and LOS GATOS CHAMBER OF
COMMERCE, ( "Consultant "), whose address is 10 Station Way, Los Gatos, California. This
Agreement is made with reference to the following facts.
I. RECITALS
WHEREAS, TOWN appropriated funds in its Fiscal Year 2014/2015 Budget for
allocation of funds, and;
WHEREAS, Town desires to engage Consultant to provide services as permitted,
and TOWN has appropriated funds for this purpose, to be utilized during the time period
between July 1, 2014, and June 30, 2015, and;
WHEREAS, CONSULTANT represents and warrants the truth of all statements
contained in "Assurances" attached as Exhibit A and incorporated herein by reference.
WHEREAS, TOWN and Los Gatos Chamber of Commerce has executed an
Agreement since Fiscal Year 2001, and;
WHEREAS, TOWN desires to engage the Consultant to provide Town Information
Center and Leadership Los Gatos with the Town of Los Gatos Chamber of Commerce.
1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant
to this Agreement.
1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
2.1 Scope of Services. Consultant shall provide services as described in that certain Exhibit A
Chamber of Commerce Scope of Services, which is hereby incorporated by reference and
attached as Exhibit A.
2.2 Term and Time of Performance. This contract will remain in effect from July 1, 2014, to
June 30, 2015. Consultant shall perform the services described in this agreement as
follows: provide Town Information Center and Leadership Los Gatos as outlined in Exhibit
A — Scope of Services.
2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Consultant
represents and warrants to Town that it has all licenses, permits, qualifications and
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approvals of whatsoever nature which are legally required for Consultant to practice its
profession. Consultant shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.5 Information/Renort Handling. All documents furnished to Consultant by the Town and all
reports and supportive data prepared by the Consultant under this Agreement are the
Town's property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and the
Consultant shall not make any of the these documents or information available to any
individual or organization not employed by the Consultant or the Town without the written
consent of the Town before such release. The Town. acknowledges that the reports to be
prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a
defined project, and Town's use of the information contained in the reports prepared by the
Consultant in connection with other projects shall be solely at Town's risk, unless
Consultant expressly consents to such use in writing. Town further agrees that it will 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.
2.6 Compensation. Compensation for Consultant's professional services shall not exceed
$50,000, for Town Information Center and for Leadership Los Gatos, inclusive of all costs.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed as
described in Exhibit A.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031 -0655
2.8 Availability of Records. Consultant shall maintain the records supporting this billing for
not less than three years following completion of the work under this Agreement.
Consultant shall make these records available to authorized personnel of the Town at the
Consultant's offices during business hours upon written request of the Town.
2.9 Annual Report. Consultant shall provide an annual report and accounting of expenditures
of the funds covered by this agreement at the end of the fiscal year.
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2.10 Assignability 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.
2.11 Independent Contractor. It 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. As an independent contractor he/she shall not obtain
any rights to retirement benefits or other benefits which accrue to Town 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. Consultant agrees to testify in any litigation brought
regarding the subject of the 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 such litigation is
brought by Consultant or is based on allegations of Consultant's negligent performance or
wrongdoing.
2.12 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. 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 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 in the
subject of this Agreement, and it shall immediately disassociate itself from such an interest,
should it discover it has done so and shall, at the Town'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 of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.13 Use of Funds. The consultant shall not use any monies received under this agreement for
the endorsement, opposition or participation in any political lobbying activity involved in
the support or opposition to any candidate for public office or proposed ballot measure.
2.14 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex, color,
race, marital status, sexual orientation, ancestry, physical or mental disability, national
origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
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III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
certificates and endorsements are to be received and approved by the Town
before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement
General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self - insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
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3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, 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. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain
Workers' Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend
the Town 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.
IV. GENERAL TERMS
4.1 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.
4.2 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 Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate
this agreement with or without cause by giving not less than fifteen days (15) written notice
of termination. In the event of termination, the Consultant shall deliver to the Town all
plans, files, documents, reports, performed to date by the Consultant. In the event of such
termination, Town shall pay Consultant an amount that bears the same ratio to the
maximum contract price as the work delivered to the Town bears to completed services
contemplated under this Agreement, unless such termination is made for cause, in which
event, compensation, if any, shall be adjusted in light of the particular facts and
circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
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4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos LOS GATOS CHAMBER OF COMMERCE
Attn: Town Clerk Attn: Zack Marks, Executive Director
110 E. Main Street 10 Station Way
Los Gatos, CA 95030 Los Gatos, CA 95030
or personally delivered to Consultant to such address or such other address as
Consultant designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting 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.
Town of Los Gatos by:
Greg Larson, Town Manager
Recommended by:
Moni&Kenn, Economic Vitality Coordinator
Approved as to Form:
Robert Schultz, Town Attorney
Consultant, by:
Title
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EXHIBIT A
CHAMBER OF COMMERCE
SCOPE OF SERVICES
FY 2014 -2015
SERVICE DESCRIPTION
FTOWNFORMATION
CENTER
The Town Information Center is open 40 hours a week, 52 weeks a year excep
n23SI
for scheduled holiday closures. The Center will also be open occasionally on
Saturdays and will be coupled with scheduled events to maximize the Center's
visibility. Events will be posted at the Chamber and advertised in event
marketing materials. Services for the Information Office include:
• Town's membership in Chamber of Commerce
• Responding to general questions about Los Gatos for residents and
Town visitors.
• Development and distribution of Los Gatos relocation packets.
• Coordination and distribution of various Los Gatos marketing materials.
Payment to be $2,917 per month, not to exceed $35,000
LEADERSHIP LOS GATOS
$15,000.00
Coordination Fee: Town will pay Consultant $10,000 to coordinate the LLG
program. Consultant will submit an invoice in the amount of $5,000 after the first
session is held. Consultant will submit a second invoice for $5,000 after the final
session is held.
Tuition: Consultant will invoice Town $400 for each participating Town of Los
Gatos employee; maximum tuition fee paid by Town will not exceed $2,000.
Expenses: Consultant will use tuition fees paid by participants to offset program
expenses. At year -end, Town will reimburse the Chamber up to $3,000 for
expenses exceeding total tuition revenues. Payment will be based upon the
Consultant's submittal of a year -end expenses sheet, identifying all program
costs, and invoice.
TOTAL
$50,000.00
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