Staff Reporttr�oF MEETING DATE: 06/16/15
ITEM NO.
tp> GA.�pS COUNCIL AGENDA REPORT
DATE: JUNE 2, 2015
TO: MAYOR AND TOWN COUNCIL
i
FROM: LES WHITE, INTERIM TOWN MA
SUBJECT: AUTHORIZE THE TOWN MANAGER TO EXECUTE A FIVE YEAR
AGREEMENT FOR CONSULTANT SERVICES WITH PROJECT SENTINEL
FOR TENANT /LANDLORD RENTAL DISPUTE RESOLUTION SERVICES
IN AN AMOUNT NOT TO EXCEED $34,000 ANNUALLY AND $170,000
OVER THE LIFE OF THE AGREEMENT.
RECOMMENDATION:
Authorize the Town Manager to execute an Agreement for Consultant Services with Project
Sentinel for tenant /landlord rental dispute resolution services in an amount not to exceed $34,000
annually and $170,000 over the five year term of the agreement.
BACKGROUND:
The Town contracted with Project Sentinel to administer its rental dispute resolution program in
2010. Project Sentinel provides services to both tenants and landlords, including information,
referral, conciliation, mediation, and arbitration. These services have been provided under a
service agreement which expires June 30, 2015. The Town collects a fee on rental developments
with two or more units to fund these services based on the Rental Dispute Ordinance 2128
adopted on March 1, 2004.
DISCUSSION:
The original 2010 Agreement was for a 3 -year tern at $32,600 per year, totaling $97,800;
subsequent amendments increased the rate to the current annual rate of $33,089. The proposed
increase to $34,000 is just less than a 3% increase from the current contract rate.
The Town distributed a Request for Proposal (RFP) in May 2015. The Project Sentinel proposal
was the only proposal received and it met the RFP requirements. Project Sentinel has provided
quality services to the Town's residents in this capacity for the last five years and they continue
PREPARED BY: LAUREL R. PREVETTIG -��
Assistant Town Manager /Director of Community Development
Reviewed by: N/A Assistant Town Manager _U Town Attorney Finance
N:ADEVATC REPORTS \2015VPro.iect Sentinel Contract.docx Reformatted: 5/30/02 Revised: 6/3/15 1 :39 PM
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: AGREEMENT WITH PROJECT SENTINEL
June 2, 2015
to be the most qualified consultant for this contract. A draft Project Sentinel Agreement is
included with this report as Attachment 1.
CONCLUSION:
Staff recommends that the Council authorize the Town Manager to execute an Agreement for
Consultant Services with Project Sentinel for tenant/landlord rental dispute resolution services in
an amount not to exceed $34,000 annually and $170,000 over the five year term of the
agreement.
ENVIRONMENTAL ASSESSMENT:
This action is not a project defined under CEQA, and no further action is required.
COORDINATION
The draft agreement was prepared in coordination with the Town Attorney.
FISCAL IMPACT:
Sufficient funds are included in the proposed FY2015/16 Operating Budget, program 1201 (Non -
Departmental).
Attachments:
1. Draft Project Sentinel Agreement (includes Exhibit A, Proposed Summary of Services)
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is dated for identification July 1, 2015 and is made by and between the
TOWN OF LOS GATOS, a California municipal corporation, ( "Town ") and PROJECT
SENTINEL, ( "Consultant "), whose address is 1490 El Camino Real, Santa Clara, CA 95050.
This Agreement is made with reference to the following facts. This contract will remain in effect to
June 30, 2020.
I. RECITALS
1.1 The Town desires to engage Consultant to provide tenant / landlord rental dispute resolution
services.
1.2 The Consultant represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
II. AGREEMENTS
2.1 Scope of Services. Consultant shall provide services as described in that certain Proposal
Summary sent to the Town in May, 2015, which is hereby incorporated by reference and
attached as Exhibit A.
2.2 Time of Performance. Consultant shall perform the services described in Exhibit A through
June 30, 2020.
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
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/Report Handliin. 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
Page 1 of 6
ATTACI I
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
$34,000 for each of the five fiscal years for a total of $170,000 inclusive of all costs.
Payment shall be based upon Town approval of each task.
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 by whom
at what rate and on what date. Also, plans, specifications, documents or other pertinent
materials shall be submitted for Town review, even if only in partial or draft form.
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 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.
2.10 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.
2.11 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
Page 2 of 6
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.
2.12 Equal Employment Op ortunity. 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.
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.
Page 3 of 6
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.
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 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.
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.
Page 4 of 6
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
tennination, 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.
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 Project Sentinel
Attn: Town Clerk Attn: Anky van Deursen, Executive Director
110 E. Main Street 1490 El Camino Real
Los Gatos, CA 95030 Santa Clara, CA 95050
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.
Page 5 of 6
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:
Les White, Interim Town Manager
Recommended by:
Laurel R. Prevetti
Assistant Town Manager /
Community Development Director
Approved as to Form:
Robert Schultz, Town Attorney
)FV ❑�' c .� S,,uinc�ncz
Consultant, by:
Anky van Deursen
Executive Director
Page 6 of 6
PROPOSAL SUMMARY
LOS GATOS RENTAL DISPUTE RESOLUTION ROGRAM
Agency name: Project Sentinel
Contact person: Anky van Deursen
Address: 1490 El Camino Real, Santa Clara, CA 95050
Phone number: 408.470.3735
Fax: 408.648.2955
E -mail: avandeursen @housing.org
COST OF SERVICES: July 1, 2015 - June 30, 2016
Service
Fee
Annual Total
Implementing the Rental Dispute Resolution
Program (monthly)
$ 2,500
$ 30,000
Mediation Services (per mediation 2 -4 hrs)
$ 250
lox $ 2,500
Arbitration Services (per arbitration 4 -8 hrs)
$ 500
3 x $ 1,500
Other (please specify):
NA
NA
ANNUAL TOTAL NOT TO EXCEED:
$ 34,000
Please indicate any increase in the above - specified fees anticipated over the course of the
contract and the reason(s) for these potential increases:
Over time the number of mediations has ranged from 1 to 30 a year and arbitrations from 0
to 3. We estimate for the purpose of budgeting that mediations will average 10 a year and
arbitrations 3 a year. If these numbers increase beyond what the Town of Los Gatos has set
aside to support the work effort Project Sentinel will carry the additional cost with support
from the County ADR funds.
CERTIFICATION
Proposer certifies that she /he has read, understands, and will fully and faithfully comply with
this Request for Proposal, its attachments and any referenced documents. Proposer also
certifies that the prices offered were independently developed without consultation with any
of the other proposers or potential proposers. By affixing his /her signature, the Proposer
certifies that this Proposal is submitted in accordance with all the provisions contained in the
instructions to proposers.
Authorized Signature:
Printed Name:
Title:
Date:
Ann Marquart
Executive Director
2015.04.30
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