12 staff reportDATE:
TO:
FROM:
SUBJECT:
COUNCIL AGENDA REPORT
SEPTEMBER 24, 2015
MAYOR AND TOWN COUNCIL
LAUREL PREVETTI, TOWN MANAGER
MEETING DATE: 10/06/15
ITEM NO: rL
I/ Win � IF mEr.
APPROVE THE ISSUANCE OF A REQUEST FOR PROPOSALS FOR THE
LOS GATOS DOWNTOWN FARMERS' MARKET.
RECOMMENDATION:
Approve the issuance of a Request for Proposals (RFP) for the Los Gatos Downtown Farmers'
Market.
BACKGROUND:
On June 26, 1992, the Town Council received a proposal from SuEllen Sterling and Melanie
Defe (DBA South Bay Farmers' Markets) for a certified Farmers' Market in the Town of Los
Gatos. On July 8, 1992, the Santa Clara County Health Department approved the proposed
Farmers' Market and on July 20, 1992, Council granted the permit for operation of the Farmers'
Market. The first Los Gatos Fanners' Market occurred on August 2, 1992. It is typical for a
farmers' market to be managed by a single operator in an agreement with a municipality. The
operator provides the sourcing of farmers, food booths, entertainment, and other amenities for
the market.
Currently, the Los Gatos Farmers' Market occurs every Sunday, year- round, from 8:00 a.m. to
1:00 p.m. on Montebello Way and Broadway Avenue. Both residents and visitors frequent the
Farmers' Market. On average the Farmers' Market has between 2,000 and 3,000 attendees every
Sunday. The Farmers' Market currently operates through a Special Event Permit administered
by the Police Department and logistics needs are coordinated with the Parks and Public Works
Department. South Bay Farmers' Markets continues to successfully operate the Farmers' Market
and have been responsive to Town requirements throughout their tenure.
DISCUSSION:
Staff has researched and compared other farmers' markets in Santa Clara County and it is
evident that farmers' markets are extremely popular in the South Bay Area and are competitive
with the Los Gatos Farmers' Market.
PREPARED BY: MATT MORLEY
Director of Parks and Public Wor
�I
Reviewed by: %Assistant Town Manager " ' own Attorney 11141 Finance
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: FARMERS' MARKET REQUEST FOR QUALIFICATIONS
SEPTEMBER 24, 2015
DISCUSSION (cont'd):
The Downtown Farmers' Market is a well- received event and a draw to the community. Staff is
sensitive to change in this type of a successful event. With that in mind, staff has brought this
item forward for three reasons. First, the current operator was selected in 1992. Although the
service provided has met the needs of the Town, it is typical to review these arrangements on a
regular interval.
Additionally, the Los Gatos Farmers' Market has been operated under special event permits
issued annually. An arrangement such as this would typically be managed through a contract
agreement. A contract will provide clear responsibilities and expectations of both parties to
ensure continued success over the life of the agreement and will protect both the operator and the
Town.
Finally, farmers' markets and the Town's needs may have changed since 1992. This could
provide an opportunity to expand the Los Gatos Farmers' Market, which might include adjacent
street closures, relocation of the market in periodic or permanent ways to other nearby
Downtown streets, or other creative additions or modifications. The RFP provides the
opportunity for prospective operators to provide input on what may work based on the operators
experiences.
Staff prepared a Request for Proposals (RFP) (Attachment 1) to solicit a pool of qualified
organizations to organize and run the Farmers' Market. The RFP is structured to allow for the
continued operation of the Farmers' Market as it currently operates and requests proposals which
address five key components for which the Town is looking to receive ideas. These components
include:
Expanded Vendors — Explore the possibility of increasing the number and variety of
vendors at the Market, which could provide greater variety and attract more visitors.
Special Events — Explore the potential to combine special events with the Farmers'
Market, creating new opportunities that would drive business to Downtown retailers and
may potentially include local non - profits.
Community Partnerships — Explore community partnerships that focus on health,
wellness, and sustainability, and including those elements in special events or
promotions.
Downtown Location - Although the location of Montebello Way and Broadway Avenue
is a convenient location around Town Plaza, consider the benefits of hosting the Market
in other Downtown locations.
Street Closures - With constant summer beach traffic in Town, an expanded Farmers'
Market could lend itself to street closures. The RFP requests responses to identify which
street closure(s) may be necessary to accommodate an expanded Farmers' Market.
PAGE
MAYOR AND TOWN COUNCIL
SUBJECT: FARMERS' MARKET REQUEST FOR QUALIFICATIONS
SEPTEMBER 24, 2015
CONCLUSION:
Staff recommends that the Town Council accept the staff report and direct staff to issue a
Request for Proposals (RFP) for the Los Gatos Downtown Farmers' Market. Staff will
incorporate input or direction provided by the Council into the RFP.
ALTERNATIVES:
Alternatively, the Town Council could direct staff to:
1. Continue working with South Bay Farmers' Markets, request that they explore the
opportunities identified in this report, and negotiate an agreement with the Town.
2. Continue working with South Bay Farmers' Markets, operate the market as it is today, and
negotiate an agreement with the Town.
Neither of these alternatives is recommended by staff, as there are a number of new opportunities
available to the Farmers' Market that can best be explored through an RFP process.
COORDINATION:
This report has been coordinated with the Town Manager's Office,
ENVIRONMENTAL ASSESSMENT:
This is not a project as defined under CEQA, and no further action is required.
FISCAL IMPACT:
There is no fiscal impact.
Attachment:
1. Draft Request for Proposals
REQUEST FOR PROPOSALS:
Town of Los Gatos Operation of Farmers' Market
Submittals Due:
Wednesday, October 28, 2015
Deliver Submittals to:
Sbelayne Hammack
Town of Los Gatos
Parks and Public Works Department
41 Miles Avenue
Los Gatos, CA 95030
ATTACHMENT
Table of Contents
I. Request for Proposals
If. Introduction ............................................ ...............................
III. Description of Opportunity.......
W. Los Gatos Overview .......... ...............................
V. Instructions for Proposal ...........................
VI. Scope of Services
VII. Demographics and Location Map
APPENDIX 1 - Sample Town Agreement
APPENDIX 2 - Business Tax License Application
.. ..............................2
.....2
...........4
...........7
...........9
.........11
.........17
I. REQUEST FOR PROPOSALS
IMPLEMENTATION. OPERATION AND MANAGEMENT FARMERS' MARKETS.
The TOWN OF LOS GATOS (hereinafter "Town ") requests proposals from qualified
persons /organizations for the purpose of assuming implementation, management and operational
responsibilities, for the Town's sole Farmers' Market, and will receive proposals at:
Town of Los Gatos
Parks and Public Works Department
ATTN: Shelayne Hammack
41 Miles Avenue
Los Gatos, CA, 95030
Proposals will be received up to the hour of 2:00 p.m. on Wednesday, October 28, 2015.
SCOPE OF SERVICES. The Town has prepared an outline of services outlined in Section VI:
SCOPE OF SERVICES, page 7 of this Request For Proposals ( "RFP "), including: Work
Description, Scope of Services and Evaluation Criteria.
REQUESTS FOR CLARIFICATION OF THE RFP. If any submitter has any question
regarding the meaning of any part of this RFP, or finds discrepancies in or omissions from this
RFP, the submitter shall submit via electronic mail a written request for an interpretation or
clarification prior to the time for opening the proposals to the Town's Project Coordinator at
shammack @losgatosca.gov. The deadline to submit questions is no later than Friday, October 23,
2015.
PROPOSALS. The instructions for the submittal of proposals are set forth throughout this RFP.
Generally, each proposal shall be submitted with a cover letter and three exhibits, including: (A)
Scope of Services, (B) Statement of Proposals, and (C) Terms of Service Agreement.
TOWN'S REVIEW OF PROPOSALS. All responsive proposals shall be reviewed and evaluated
by the Town in order to determine which proposal best meets the Town's needs for this project. The
criteria by which the Town shall evaluate proposals are set forth in this RFP. The Town reserves the
right to reject any and all proposals or waive any irregularities in any proposals or the proposal
process. The Town reserves the right to negotiate the terms of the Agreement for this project with
one or more proposals.
AWARD OF AGREEMENT. The Town currently anticipates awarding an agreement for this
Project by xxxxx. No proposal or agreement for this project shall be binding upon the Town until
the Agreement is signed by the Consultant and the Town.
IL INTRODUCTION
Downtown Los Gatos offers a wealth of high quality merchants and restaurants, ranging from
independent boutiques to national brands, all providing a shopping and dining experience unique to
Los Gatos and unmatched in the Bay Area. Residents and visitors alike have come to expect the
exceptional goods and services offered here in a family friendly atmosphere. All of these
2
components come together to create the healthy, vibrant Downtown that is cherished by this
community.
III. DESCRIPTION OF OPPORTUNITY
Los Gatos hosts one Farmers' Market each week, and has purposefully chosen the location in the
heart of Downtown. The Market is year round on Sundays from 8:00 a.m. to 1:00 p.m., and
through this RFP opportunity seeks to provide the highest quality Farmers' Market to the
community through its vendors, goods, and overall experience for shoppers. Current trends in
regional Farmers' Markets have prompted the Town to initiate this RFP process to ensure that the
services being provided in Los Gatos are reflective of this community's needs and expectations.
The Town anticipates awarding a contract to a qualified operator capable of offering a strong lively
Market that further strengthens the vibrancy of Downtown, and fosters the healthy, active, and
engaged lifestyle that this community embraces. Components of such a market may include:
expanded vendors including placement and organization; special events including marketing and
promotional opportunities for local businesses and non - profits; community partnerships focusing on
health, wellness and/or sustainability with associated activities and events; the Downtown location
expanding to the possibility of street closures and/or other components.
Expanded Vendors - Staff is interested in exploring the possibility of increasing the number
and variety of vendors at the Market which could attract more visitors to the Market.
Special Events - Staff would like to explore the option of not only combining special events
with the Farmers' Market, but creating new special events that would drive business to
Downtown retailers and potentially include local nonprofits.
Community Partnerships — Staff is interested in exploring community partnerships that
focus on health, wellness and sustainability, including those elements in special
events /promotions.
Downtown Location - Although the location of Montebello Way and Broadway is a
convenient location around Town Plaza, staff in interested to know if organizations would
prefer to host the Market in another Downtown location and if it could be successful at
another site.
Street Closures - With constant summer beach traffic in Town, an expanded Farmers'
Market could lend itself to street closures. Staff is interested in understanding which street
closure(s) may be necessary to accommodate an expanded Farmers' Market.
IV. LOS GATOS OVERVIEW
Los Gatos is the type of community people want to live in and be associated with because they feel
a sense of belonging. When residents drive south on Highway 17, cross over Route 85, and see the
beautiful Town of Los Gatos nestled at the base of the Santa Cruz Mountains they know they are
home. Los Gatos is an oasis of calm within one of the major economic engines in the world,
Silicon Valley. People feel safe here. The Town provides excellent schools, beautiful parks, a
Q
wonderful downtown with diverse shopping, and an accessible and responsive government. The
population of Los Gatos is 30,532, and the household count is 13,769. More detailed demographic
information and an area map is provided in Section VII: Demographics and Location Map, page 9
of this RFP.
V. INSTRUCTIONS FOR PROPOSAL
TIME AND PLACE OF DELIVERY OF PROPOSALS. It is the Submitter's responsibility
alone to ensure that the proposal is received by the Town's Authorized Representative at the time
and place identified on page 1 of this RFP.
FORMAT OF ENVELOPE FOR PROPOSAL. The Submitter shall deliver the proposal in a
sealed envelope clearly marked on the outside: "SEALED PROPOSAL FOR FARMERS'
MARKET -- DO NOT OPEN WITH REGULAR MAIL."
FORMAT AND QUALITY OF PROPOSALS. All proposals shall be prepared in a clear and
concise manner. Unnecessarily elaborate or glossy proposals are neither expected nor desired. The
emphasis of the proposal should be on responding to the requirements set forth in this RFP.
SUBMITTER'S SIGNATURE. An authorized representative of the Submitter shall sign the
proposal on a cover letter which: (1) identifies this project by name; (2) identifies the full legal
name of the Submitter, along with name of contact person, address, phone number, fax number, and
e -mail address; and (3) indicates Submitter's willingness to comply with the procedures identified
in this RFP, including an incorporation by reference of the exhibits identified below.
CONTENTS OF PROPOSAL. The Submitter shall include in its proposal, at a minimum, the
information outlined in a manner which demonstrates the submitter's competence and proposals for
the satisfactory performance of the services identified in this RFP. The Submitter shall attach three
separate exhibits to the cover letter proposal, including: (A) Scope of Services, (B) Statement of
Proposals, and (C) Terms of Service Agreement.
A. Scope of Services. The Town has set forth in RFP, Section VI: Scope of Services (page 7),
an outline of services which the Town anticipates the successful submitter to perform. The
outline of services set forth in Section VI is presented for the primary purpose of allowing
the Town to compare proposals. The precise scope of services to be incorporated into the
Service Agreement may be the subject of negotiations between the Town and the successful
submitter.
1. Based upon the Town's outline of services set forth in Section VI, the Submitter shall
prepare a complete description of the scope of services (to be labeled: Proposal
Exhibit A) which the Submitter intends to perform in order to achieve the Project
Objectives. The Submitter may identify services in Proposal Exhibit A which differ
from the outline of services in Section VI if the Submitter believes the changes will
assist the Town in more efficiently and effectively achieving the Town's stated
Project Objectives.
El
2. The Submitter's scope of services shall include, at a minimum, a description of the
major components of the proposed Farmers' Market and any associated services, a
description of work product (or deliverables) to be provided by Submitter to the
Town, and the expected time of completion for each component including expected
timeline for implementation of the Market following an executed contract.
B. Statement of Proposals. The Submitter shall prepare a statement of Proposals (to be
labeled: Proposal Exhibit B) which identifies:
1. An identification of the size, stability, and capacity of submitter's organization,
including, at a minimum, an identification of Submitter's: (1) total number of years in
operation, (2) number of farmers' market locations that are currently
managed /operated by submitter (including the location of each market), (3) number
of vendors in each market location which are intended to provide similar services
described in Exhibit A, and (4) certifying agency and supporting documents to show
that the Submitter is a "Certified Farmers' Market ".
2. An identification of the Submitter's experience performing services for projects of a
similar size, scope, and complexity as the services required by this RFP, including an
identification of: (1) the number of years Submitter has been performing similar
services; and (2) the most recent projects for which the Submitter has performed
similar services. The list of recent projects shall include the name, contact person,
address, and phone number of each party for whom the service was provided, as well
as a description of the service performed and the date of performance.
C. Terms of Proposed Service Agreement. The Submitter shall prepare a document
identifying the terms of the proposed Service Agreement between the Town and Submitter
(to be labeled: Proposal Exhibit C), including:
1. Specifically identify any portions of the Town's standard form Service Agreement
(Appendix 1) that the Submitter desires to amend (either by addition, deletion, or
modification).
2. Disclose any past, ongoing, or potential conflicts of interest, which the Consultant
may have as a result of performing the work for this Project.
3. Identify Submitter's ability to comply with the Town's insurance requirements. A
copy of an insurance certificate or a letter of intent to provide insurance from the
issuing company (including a description of types of coverage and dollar amount
limits) may be favorably considered.
TOWN'S REVIEW OF PROPOSALS. After the proposals are received and opened by the
Town, the Town shall review and evaluate all proposals for responsiveness to the Request for
Proposals in order to determine whether the Submitter possesses the qualifications necessary for the
satisfactory performance of the services required. The Town may also investigate qualifications of
all Submitters to whom the award is contemplated, and the Town may request clarifications of
5
proposals directly from one or more Submitter. In reviewing the proposals, the Town may consider
the following:
1. The Proposals (including licenses, experience, references, and past performance) of
the Submitter and its agents, vendors and distributors in designing, operating and
managing projects of a similar type, size, and complexity. The Town may consider
Submitter's timely and accurate implementation of similar projects.
2. The feasibility of the proposals based upon the methodology of the scope of services.
3. Submitter's understanding of the work to be completed based upon the clarity of the
proposal and responsiveness to this RFP.
4. Submitter's proposed language for the Services Agreement.
AWARD OF AGREEMENT. Upon completion of the review period, the Town shall notify those
Submitters who will be considered for further evaluation. All Submitters so notified shall meet with
the Town's designated Project Manager(s) to discuss the project.
1. If the Town determines, after further evaluation and negotiation, to award the
Agreement, a Service Agreement shall be sent to the successful Submitter for the
Submitter's signature. No proposal shall be binding upon the Town until after the
Agreement is signed by duly authorized representatives of both Consultant and the
Town.
2. The Town reserves the right to reject any or all proposals, and to waive any
irregularity. The award of the Agreement, if made by the Town, will be based upon a
total review and analysis of each proposal.
PROPOSALS ARE PUBLIC RECORDS. Each submitter is hereby informed that, upon delivery
of its proposal to the Town in accordance with this REP, the proposal is the property of the Town.
1. Unless otherwise compelled by a court order, the Town will not disclose any proposal
while the Town conducts its deliberative process in accordance with the procedures
identified in this REP. However, after the Town either awards an agreement to a
successful submitter, or the Town rejects all proposals, the Town shall consider each
proposal subject to the public disclosure requirements of the California Public
Records Act (California Government Code Sections 6250, et seq.), unless there is a
legal exception to public disclosure.
2. If a Submitter believes that any portion of its proposal is subject to a legal exception
to public disclosure, the Submitter shall: (1) clearly mark the relevant portions of its
proposal "Confidential "; and (2) upon request from the Town, identify the legal basis
for exception from disclosure under the Public Records Act; and (3) the Submitter
shall defend, indemnify, and hold harmless the Town regarding any claim by any
third party for the public disclosure of the "Confidential" portion of the proposal.
6
VI. SCOPE OF SERVICES
WORK DESCRIPTION.
The Town of Los Gatos is seeking proposals from qualified persons /organizations for the purpose
of assuming the implementation, management, and operational responsibilities for the Los Gatos
Farmers' Market. The successful submitter will be charged with satisfying the requirements
outlined in this Scope of Services section, and will be evaluated based on the criteria outlined in the
Evaluation of Proposals section.
SCOPE OF SERVICES.
The successful submitter shall be certified by an accredited Farmers' Market authority, and able to
operate a weekly Farmers' Market on Sundays from 8:00 a.m. to 1:00 p.m. The successful submitter
shall submit and coordinate with the Town on the following:
• Provide a detailed site plan showing vendor locations and how the market circulation will
work. (Note, vendors may not use/block the sidewalks on either side of the street or access
privately owned resources such as hose bibs on commercial buildings without explicit
permission from the property owner.) Upon offering this layout, the Town will provide
feedback and propose preferred alternatives if necessary. The location of Farmers' Market
is Montebello Way and Broadway streets in Los Gatos, CA 95030, as illustrated in Section
VII, page 10.
• A proposed list of the dates and times of market events. Include any anticipated dates the
market will not operate, such as holidays.
• The suggested maximum possible quantity and variety of certified farmer vendors for the
market and proposed operation. A small percentage of other retail and food products (non-
certified farmers' market products) may be offered. Specify exactly what if any, non-
certified farmers' market products are desired to be offered and their percentage of the
proposed market.
• Specific detail of support and services that will be required of the Town of Los Gatos.
• A list of subcontractors and/or partners, if any, and their specific roles with regard to the
farmers market.
• A list of vendors the submitter will target and details of their business, i.e. products sold and
where the products are produced. Please note that it is in the Town's interest to support local
vendors.
• A set or list of By -Laws and operational guidelines /rules for the proposed Farmers' Market
that complies with current Town Code.
• Recruitment, screening, and retaining of Market Vendors based on the set or list of By -Laws
and operational guidelines /rules.
• Community outreach and marketing of the Farmers' Market including, but not limited to,
signage, advertising, and event ideas.
• Providing adequate and appropriate staffing and management at the site. A Farmers'
Market Manager shall be available on site during market operations and this individual shall
be responsible for the conduct of the market in accordance with a contractual agreement
developed between the Market Operator and the Town.
• Maintaining cleanliness of the market area.
• Satisfy the Town's Risk Management requirements regarding insurance and liability.
• Providing and displaying a Certificate of Insurance as specified by an agreement between
the Market Operator and the Town of Los Gatos.
• Compliance with all requirements of the Santa Clara County Fire Department, on a
continuing basis, with particular reference to emergency vehicle access fire lane between the
vendor's booths.
• Compliance with all requirements of the Los Gatos Monte Serene, Police Department, on a
continuing basis, with particular reference to the handling of proper barricades, traffic,
parking, and resolution of private property disputes.
• A proposed fee schedule should Town staff time be required to address deficiencies in the
Market Operator or associated vendors responsibilities outlined in this scope, including but
not limited to excess residual trash, sidewalk or street cleaning, extended street closure
beyond agreed upon time, etc.
• Proposed revenue stream to Town.
• Proposed contract length with option.
TOWN RESPONSIBILITIES.
Proposed Town responsibilities shall be identified by the submitter in their proposal. The level of
proposed Town responsibilities shall be used as one component of the evaluation of the proposals
received.
EVALUATION CRITERIA.
All proposals received shall be subject to evaluation by the Town of Los Gatos. This evaluation will
be conducted in the manner appropriate, as may be deemed by the Town, for the selection of a
person or organization's proposal for the purpose of entering into a service agreement to perform
this project. The following facts, along with other items, will be considered:
1. The submitter's expertise and experience as related to the required work.
2. Involvement of the submitter in similar types of projects, including a list of references for
each project managed over the previous five (5) years.
3. The submitter's comprehension of the project scope and quality of the Bidder's project
approach.
4. Percentage of work allocation to subcontractors and/or partners.
5. Interview (if applicable).
6. Submitter's references.
8
350%
30.0%
25.0 ^ro
20.0%
15.00io
10.00.10
5.0%
0.0%
20.0%
15.001
100 °0
5.0° -b
0.0%
VIl. Demographics and Location Map
annual lncou e
Less Thor $35.000- 450.000- 575.000- 5100.000- $150,000- $500.000or
535.000 $49.999 574.999 599.999 $149.999 5449.999 more
Population by Age Groups
L7
Yia
.Some CollegeiAA Degree
14.9
10.9% 123%
•Professional School Degree
-Doctorate Degree
99%
4.7 %. 5'5%
56%
Under 5 -9 10-17 IS -24 25 -34 35 -44 45 -54 55-64 65 -74 75 -84 S5 and
5 orcr
Population Education
6.3% 4.0% 2.7%
•Not a High School Graduate
•High School Graduate
.Some CollegeiAA Degree
•Bachelor's Degree
•Master's Degree
•Professional School Degree
-Doctorate Degree
Production and Transportation
Farmina. Fishing. Forestry
Sales and Office
Services
Professional Occupations
Mint. Business. & Financial
Population Occupations
O.Wo 510%0 10.0% 15.0% 20.0% 25.0% 30,0% 35.0%
Other/Multiple Ethnic Groups
Asian/Pacific Islanders
Amer. Indian /Alaska Natl.
Black /African American
White! Caucasian
Population Ethnicity
0% 10% 20r0 30% 40% 50% 60% -Psi 800b 90%
Housing Units Units Percentage
Owner Occupied 8,391 65.1%
Renter Occupied 5,378 34.9%
Total Housing Units 13,769 100%
*Note: Demographic figures obtained from State of California, Los Gatos Chamber of Commerce, and Nielsen
Map of Farmers' Market Location
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Location of the Los Gatos Farmers' Market is on
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Montebello Way and Broadway Street,
surrounding the Town's Plaza Park.
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Marked on map below:
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Benefit Cosmetics j Kitsch Couture C
ia: u,roz
e'
Gymboree6 i Carry Nations
v,iYjn
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TI Andale
/
Nuance of Los Gatos
Precious Objects Gallery
., ,.
Blue Line Pizza Nat
Invisible Design Loj W1
8
Los Gatos Financial
Main Street Burgers 1
Services. Inc
■ QI
Willow Street
IR-
Pizza (Los..
OV
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r 2
�47ny ,r0i,'
4rb,
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My Orchid's 0
Z, Los
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CD Frank Interiors
r The Los Gatos
¢ c7`O Town Plaza Pal
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10
AGREEMENT FOR SERVICES
THIS AGREEMENT is made and entered by and between TOWN OF LOS GATOS, a California
municipal corporation, ( "Town ") and XXX, ( "Service Provider "), whose address is XXX. This
Agreement is made with reference to the following facts.
I. RECITALS
1.1 The Town desires to engage Service Provider for the purpose of assuming implementation,
management, and operational responsibilities for the Town's sole Farmers' Market.
1.2 The Service Provider represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Service Provider warrants it possesses the distinct professional skills, qualifications,
experience, and resources necessary to timely perform the services described in this
Agreement. Service Provider acknowledges Town has relied upon these warranties to retain
Service Provider.
II. AGREEMENT
2.1 Scope of Services. Service Provider shall provide services as described in the Proposal sent
to the Town which are hereby incorporated by reference and attached as Exhibits A.
Services shall include: a) operation of Downtown Farmers' Market b) XXX.
2.2 Term and Time of Performance. The effective date of this Agreement shall be XXX. The
term of the Agreement shall be for a period of XXX years, commencing XXX, and expiring
at midnight XXX. The TOWN may at its sole discretion extend the term of this Agreement
on a year -to -year basis depending upon the TOWN budget appropriations for these services.
The terms and conditions of this Agreement, including compensation, shall be applicable
during said extension unless the parties mutually agree upon any changes.
2.3 Compliance with Laws. The Service Provider shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Service Provider
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Service Provider to practice
its profession. Service Provider shall maintain a Town of Los Gatos business license
pursuant to Chapter 14 of the Code of the Town of Los Gatos. Submitter shall coordinate
and obtain Town of Los Gatos business licenses for each vendor participating in the
Farmers' Market. The Town's Business Tax License Application is attached as Appendix 2.
2.4 Sole Respo_ibility Service Provider shall be responsible for employing or engaging all
) : i 3rmrl i tec ess , ✓ to ,)erform the services under this Agreement.
2.5 Information /Report Handline. All documents furnished to Service Provider by the Town
and all reports and supportive data prepared by the Service Provider under this Agreement
are the Town's property and shall be delivered to the Town upon the completion of services
11 APPENDIX 1
or at the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Service Provider in connection with the performance of its services pursuant
to this Agreement are confidential until released by the Town to the public, and the Service
Provider shall not make any of the these documents or information available to any
individual or organization not employed by the Service Provider or the Town without the
written consent of the Town before such release. The Town acknowledges that the reports
to be prepared by the Service Provider 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 Service Provider in connection with other projects shall be solely at Town's
risk, unless Service Provider expressly consents to such use in writing. Town further agrees
that it will not appropriate any methodology or technique of Service Provider which is and
has been confirmed in writing by Service Provider to be a trade secret of Service Provider.
2.6 Compensation. Compensation for operation of the Downtown Farmers' Market in an
amount of $XXX. 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. Service Provider shall maintain the records supporting this billing
for not less than three years following completion of the work under this Agreement.
Service Provider shall make these records available to authorized personnel of the Town at
the Service Provider 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 Service Provider. 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 Service Provider, 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 Service Provider 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. Service Provider agrees to testify in any
litigation brought regarding the subject of the work to be performed under this Agreement.
12
Service Provider 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 Service Provider or is based on allegations of Service
Provider's negligent performance or wrongdoing.
2.11 Conflict of Interest. Service Provider understands that its professional responsibilities are
solely to the Town. The Service Provider has and shall not obtain any holding or interest
within the Town of Los Gatos. Service Provider 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, Service Provider
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. Service Provider 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 Service
Provider discovers it has employed a person with a direct or indirect interest that would
conflict with its performance of this Agreement Service Provider 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 Opportunity. Service Provider warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Service Provider 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. Service Provider 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. Service Provider 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. Service Provider shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Service Provider agrees that all
13
certificates and endorsements are to be received and approved by the Town
before work commences.
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 Service Provider; products and completed operations of Service
Provider, premises owned or used by the Service Provider.
ii. The Service Provider'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 Service Provider'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 Service Provider'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, Service Provider 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, Service Provider shall ensure that all subcontractors employed by Service Provider
provide the required Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Service Provider 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 Service Provider, or any of the Service Provider's officers,
employees, or agents or any subcontractor.
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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 Service Provider 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 Service Provider shall deliver
to the Town all plans, files, documents, reports, performed to date by the Service Provider.
In the event of such termination, Town shall pay Service Provider 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 Service
Provider.
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
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
XXX
Street Address
City, State Zip Code
or personally delivered to Service Provider to such address or such other address as
Service Provider 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.
15
4.8 Entire Agreement. This Agreement, including all Appendix, constitutes the complete and
exclusive statement of the Agreement between the Town and Service Provider. 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 Service Provider have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Service Provider, by:
Matt Morley Title
Director of Parks and Public Works
Approved as to Form:
Robert Schultz, Town Attorney
16
TOWN OF LOS GATOS— REQUEST FOR PROPOSALS
Farmers' Market
TOWN OF LOS Finance DeOeaa urea
llkla 56 license Tax DiNGmt r
P.O. 5W 697. IM GM), CA 95MI
RnaA2: 49&a351 Fac 4W,154-7593 °d�7993 IQ .0 iv
APPLICATION ®erg
BUSINESS TAX. AND LICENSING sic Cade:
PrafeasionaYSernr-Professronal
7 NEWAPPLICATION C RENEWAL
INSTRUCTIONS:
s AS questions on this form must be answered or designated not applicable {NIA) where appropriate.
Additional information may be ue'gmed pursuant to Los Gatos Tcan Code, Chapter 14.
In compliance with requirements of the State Condollees Office, a Business Tax Certificate (License) wll
not be issued wthout the6Alowmg information.
E-Mail:
PLEASE PRINT ALL INFORMATION:
B'm
Business Name:
Business Address"
Number street City
Business Telephone #_
Fas
Billing Address.
(If different) Number r iy SM ZIP
Type of Business jPlease be specific):
Type of Ownership IChecn 9LC only):
[ ] Partnership [ I Corporation I ITnst [ ] Sole Propdeborship
Owner151 Name: _
Owne(s) Telephone 9:
Owne(s) Residence:
Number Street
At least =of One following Is required:
Feder Employer ID #:
5
State Employer 10 it
Social Security 0.
4. Complete the following.
Omer(s) Cellphone #:
a. Fee (Please check the appropriate box)
115200AM'perpofessonalRLiES15.00 per support staff memberannuarry, Januarylthrayyh0ecefltw31
[] Prorate'—$ 15 0. 00perpmfessionalplm $ll.25persuppatsmTw,embr ARerAprill
I ] Prorate'— $IOODD per professional plus $7.50 per support staff member After July 1
I 1 Proate' — $50.00 per professional plus 53.75 per support staff member After October 1
11 Plus $1.A0 S81186 State Mandated Fee PER BUSINESS (see natation on vevarse side)
Numberof Pmfessionaf: NurtCerot Support Saatt. Total Amount Due:$
— PLEASE DECLARE THE NUMBER OF MASSAGE THERAPISTS:
• The icertse Period is Tram January — December. renmabte amually .
• It shall be untawful many person to transact and carry on any business. trade. pro6essicn. calfrhg oroccpabon
in the Town without first having procured a license from the Torn_ Seo .14.10.015
• to business plans to establish welhin Towah limes, the Plannig Div5ion of Cumnunity, Development requires
apps walkwmpliance afzoning requiemens for the Pending business location.
• 1 understand that obtaining this business license will not authorize nae to use the property or
conduct the business in violation of any Local. State, or Federal law_ I understand that it is my
obligation to determine the legal restrin'tinrs imohred before beginning or changing the business.
I DECLARE UNDER PENALTY OF PERJURY that the foregoing store and correc and if rated as wmess I weld egnpetentytesby to tte
facts contained herein. Exerted this_ day of (wum),_[ Year) to the Town of Los Galos. County ofSanta Clara,
State of Caltorria.
SIGNATURE_
17
Rev. 03113
APPENDIX 2