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Staff Reporttown of MEETING DATE: 06/02/15 ITEM NO: jp re .e��oe COUNCIL AGENDA REPORT DATE: MAY 21, 2015 TO: MAYOR AND TOWN COUNCIL FROM: LES WHITE, INTERIM TOWN MAN j SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS CHAMBER OF COMMERCE TO MANAGE THE LOS GATOS VISITOR INFORMATION CENTER, VISITORS' BUREAU, 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, an agreement for services was first executed with the Los Gatos Chamber of Commerce to include the operation and management of the Los Gatos Visitor Information Center, as well as coordination of the Town's annual Leadership Los Gatos program. The Los Gatos Visitor Information Center, located within the Chamber of Commerce's offices at 10 Station Way, provides residents and visitors with a central Downtown location to obtain information regarding Los Gatos events, meetings, Town services information, business directories, relocation information, and a variety of other relevant subject matter. The office is open to the public 40 hours per week, 52 weeks a year with the exception of scheduled holidays. The Leadership Los Gatos program was created in 2001, and 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 participants are required to apply and pay tuition for the program. Many employers will often sponsor their employees in this community program. PREPARED BY: MONICA RENN Economic Vitality Manager Reviewed by: Assistant Town Manager _VJ�Town Attorney NAMGR\AdminWorkFiles\2015 Council Reports\Jwe 2 \Chamber Contract Renewal \Chamber Contract Renewal Staff Report FY15- 16.docx PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS CHAMBER OF COMMERCE MAY 21, 2015 BACKGROUND (cont'd): In 2006, the Visitors' Bureau was formed as the Destination Committee of the Los Gatos Chamber of Commerce to promote Downtown Los Gatos as a premier Silicon Valley destination to visit. It was renamed The Los Gatos Visitors' Bureau in 2008 as a joint partnership between the Town of Los Gatos and the Chamber of Commerce. Since then, this collaboration has been comprised of staff liaisons from both the Town and Chamber along with Los Gatos merchants and Chamber of Commerce Board and business members. The Los Gatos Visitors' Bureau provides events and marketing opportunities focused on providing programming that exposes Los Gatos merchants to new and diverse customer groups, showcases Downtown Los Gatos as a destination, and strengthens the Los Gatos brand as a unique, vibrant, and convenient location within Silicon Valley for shopping, dining, and entertainment options. DISCUSSION: Exhibit A on Attachment 1 provides a scope of the aforementioned services. Unlike prior agreements, the proposed scope explicitly includes services of the Visitors' Bureau. The Chamber of Commerce will provide bi -annual reports in December 2015 and May 2016 to account for the services rendered under the funding received by this contract. 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, in the proposed Operating Budget for FY 2015/16. Attachment: 1. 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 2, 2015, by and between TOWN OF LOS GATOS, a California municipal corporation, ( "Town ") and LOS GATOS CHAMBER OF COMMERCE, ( "Chamber "), 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 2015/2016 Budget for allocation of funds, and; WHEREAS, TOWN desires to engage Chamber to provide services as permitted, and TOWN has appropriated funds for this purpose, to be utilized during the time period between July 1, 2015, and June 30, 2016, and; WHEREAS, CHAMBER represents and warrants the truth of all statements contained in "Scope of Services" 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 Chamber to provide Los Gatos Visitor Information Center, Visitors' Bureau Coordination, and Leadership Los Gatos with the Town of Los Gatos Chamber of Commerce. 1.2 The Chamber represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Chamber warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Chamber acknowledges Town has relied upon these warranties to retain Chamber. II. AGREEMENTS 2.1 Scone of Services. Chamber shall provide services as described in that certain Exhibit A- 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, 2015, to June 30, 2016. Chamber shall perform the services described in this agreement as follows: provide Town Visitor Information Center Services, Coordination of the Ls Gatos Visitors' Bureau, and Coordination of the Town's Leadership Los Gatos program as outlined in Exhibit A. ATTACHMENT 1 2.3 Compliance with Laws. The Chamber shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Chamber represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Chamber to practice its profession. Chamber 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. Chamber shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Chamber by the Town and all reports and supportive data prepared by the Chamber under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Chamber's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Chamber in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Chamber shall not make any of the these documents or information available to any individual or organization not employed by the Chamber or the Town without the written consent of the Town before such release. 2.6 Compensation. Compensation for Chamber's professional services shall not exceed $50,000, for Los Gatos Visitor Information Center, Visitors' Bureau, and for Leadership Los Gatos, inclusive of all costs of materials, supplies, and labor. 2.7 Billine. 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. Chamber shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Chamber shall make these records available to authorized personnel of the Town at the Chamber's offices during business hours upon written request of the Town. 2.9 Bi- Annual Report. Chamber shall provide bi- annual reports in December and May accounting of expenditures of the funds covered by this agreement. 2.10 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Chamber. 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 Chamber, 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 Chamber 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. Chamber agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Chamber 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 Chamber or is based on allegations of Chamber's negligent performance or wrongdoing. 2.12 Conflict of Interest. Chamber understands that its professional responsibilities are solely to the Town. The Chamber has and shall not obtain any holding or interest within the Town of Los Gatos. Chamber 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, Chamber 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. Chamber 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, Chamber discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Chamber 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 Chamber 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, proposed ballot measure, or item pending for Town Council Action. 2.14 Equal Employment Opportunity. Chamber warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Chamber 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. I11. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: i. Chamber 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. Chamber 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. iii. Chamber shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Chamber agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Chamber 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 Chamber for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability: 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 Chamber; products and completed operations of Chamber, premises owned or used by the Chamber. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Chamber'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 Chamber's insurance and shall not contribute with it. iii. 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 Chamber'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. 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, Chamber 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, Chamber shall ensure that all subcontractors employed by Chamber provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification. The Chamber 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 Chamber, or any of the Chamber's officers, employees, or agents or any subcontractor. 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 Chamber 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 Chamber shall deliver to the Town all plans, files, documents, reports, performed to date by the Chamber. In the event of such termination, Town shall pay Chamber 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 Chamber. 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. 5 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 Chamber to such address or such other address as Chamber 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 Chamber. 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 Chamber have executed this Agreement. Town of Los Gatos by: White, Interim Town Manager Recommended by: Monica Renn, Economic Vitality Manager Approved as to Form: Robert Schultz, Town Attorney Chamber, by: Title EXHIBIT A Page 1 of 2 SCOPE OF SERVICES CHAMBER OF COMMERCE FY 2015 -2016 LOS GATOS INFORMATION CENTER & VISITORS' BUREAU $35,000 Los Gatos Information Center The following services and information will be coordinated and provided by the Chamber of Commerce as a part of the operations of the Los Gatos Information Center: • Offer Los Gatos Information Center services from the Chamber of Commerce offices 40 hours a week, 52 weeks a year except for scheduled holiday closures. • Respond to Los Gatos visitor and resident inquiries regarding shopping, dining, lodging, events, relocation, general commerce, and other related visitor information topics. • Coordinate and distribute various Los Gatos marketing and way finding materials. • Develop and distribute Los Gatos relocation packets. • Post Town and Visitors' Bureau sponsored events in Chamber marketing materials including eblasts and newsletters. • Maintain a dedicated "Visiting Los Gatos" webpage within the Chamber's website in which visitors to the Town's website will be redirected and be able to access information such as merchant and parking directories. • Allow Town sponsored business related meetings to be conducted at the Chamber offices during mutually agreed upon times and days. • Provide the Town with Chamber of Commerce membership. • Provide bi- annual reports in December and May that account for services rendered under this agreement. • Invoice the Town for payment of services. Visitors' Bureau Through this partnership, the Town and Chamber will collaborate to promote and support existing businesses through marketing and event programming, which may include events such as: Wine Walks; Girls Nights Out; holiday shopping events; photo contests; and, "Shop Local" campaigns. Events coordinated by the Visitors' Bureau must follow the guidelines below as applicable: • Events must be open to Los Gatos businesses equally, regardless of membership status with the Chamber of Commerce. • On behalf of the Visitors' Bureau, the Chamber must obtain and fund appropriate permits and licenses required for the event including but not limited to: Town issued Special Event, Amplified Sound and Park Use Permits; Alcohol and Beverage Control (ABC) licenses; and, Department of Environmental Health permits. • Significant Town staffing resources used outside of Economic Vitality program may be billed to the Chamber. (Example: use of off duty officer to monitor event.) • Guest consuming alcohol at events must be able to verify they are over 21, and no alcohol may be served on Town sidewalks or streets unless the special event permit granted by the Town and ABC licenses explicitly state the conduct is allowed during the event. (i.e. street festivals) EXHIBIT A EXHIBIT A Page 2 of 2 SCOPE OF SERVICES CHAMBER OF COMMERCE FY 2015 -2016 LEADERSHIP LOS GATOS, NOT TO EXCEED $15,000 The Leadership Los Gatos Program shall run from September through June with meeting sessions one time per month. The Chamber must provide invoices to the Town for the following: • Coordination Fee: The Town will pay the Chamber of Commerce $10,000 to coordinate the Leadership Los Gatos program. $5,000 following the first session, $5,000 after the final session is held. • Tuition: The Town will provide payment of $400 for each participating Town of Los Gatos employee; maximum tuition fee paid by Town will not exceed $2,000. • Expenses: Tuition fees paid by participants shall be used to offset program expenses. At year -end, the Town will reimburse the Chamber up to $3,000 for expenses exceeding total tuition revenues. Payment will be based upon submittal of a year -end expense report, with supporting receipts and documentation identifying program costs.