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1998-077-Execute An Agreement With Santa Clara County Bar Association For Rental Dispute Resolution ServicesRESOLUTION 1998 - 77 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH SANTA CLARA COUNTY BAR ASSOCIATION FOR RENTAL DISPUTE RESOLUTION SERVICES THE TOWN COUNCIL OF THE TOWN OF LOS GATOS RESOLVES AS FOLLOWS: WHEREAS, the Town desires to continue specialized services for resolving tenant /landlord disputes within the Town of Los Gatos; and, WHEREAS, the Town of Los Gatos solicited competitive bids from qualified agencies providing dispute resolution services; and, WHEREAS, the Town finds Santa Clara Comity Bar Association's proposal best meets Town's needs; and, WHEREAS, there is a need to continue the program services due to a continuing large volume of calls for information and referral and a large number of petitions for dispute resolution filed; NOW THEREFORE, BE IT RESOLVED that the Town Council of the Town of Los Gatos does hereby authorize the Town Manager to execute an agreement with Santa Clara County Bar Association for Rental Dispute Resolution Services, (attached as exhibit A) and further authorizes the Town Manager to execute Agreement Amendments extending the term as long as they conform to the Council adopted budget. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 1st day of June, 1998, by the following vote: COUNCIL MEMBERS: AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Jan Hutchins, Mayor Linda Lubeck. NAYS: None ABSENT: None ABSTAIN: None SIGNED: �l MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN 0 GATOS LOS GATOS, CALIFORNIA Exhibit A AGREEMENT FOR RENTAL DISPUTE RESOLUTION SERVICES W1. q `6,©L3 THIS AGREEMENT is entered into this day of 1998, by and between the Town of Los Gatos, State of California, herein called the "Town ", and Santa Clara County Bar Association, engaged in providing RentalDispute Resolution services herein called the "Contractor ". A. The Town desires to engage a Contractor to provide services in conjunction with tenant /landlord dispute resolution services, because of Contractor's experience and qualifications to perform the desired work. B. The Contractor represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: Scone of Services The Contractor shall: a. Implement Town Code Article VIII. Rental and Other Landlord/Tenant Disputes, Sections 14.80.010 through 14.80.315; Article VIII.V. Mobile Home Rental and Other Tenant/Land Disputes, Sections 14.85.010 through 14.85.415. b. During the hours of 9:00 A.M. to 4:30 P.M. every weekday, maintain and staff at least one telephone line at its office located at 4 North Second Street, Suite 400 San Jose, California 95113, provide information to persons with questions regarding landlord and tenant relations concerning property located in the Town; refer such persons to appropriate agencies, persons or groups; and/or advise them of Program services. Contractor shall send Program information upon request. C. Upon receiving a petition describing a conflict situation deemed to be appropriate for the dispute resolution process, Contractor staff shall: • provide conciliation services via telephone or mail • coordinate mediation when conciliation is not sufficient • coordinate arbitration hearing when the dispute is not resolved at the mediation level d. Keep complete and accurate records regarding requests for landlord/tenant services under the terms of this Agreement and compile monthly statistics in a format approved by the Community Services Director. Statistics shall include, but not be limited to, the number, resolution, and the outcome of the petitions filed. These statistics shall be sent to the Community Services Department each quarter. e. Advise the Town from time to time and at its request, as to the status of the Revised: May 26, 1998 csd34a: \contrac6sccbar.con Page 1 of 7 program and the progress made in easing tensions in the Los Gatos rental housing community. The Town shall at all times have access to program records maintained by Contractor and shall be allowed to observe the employees taking Los Gatos calls at its office. f. Provide an adequate number of trained mediators. Supervise and monitor their performance including but not limited to time spent per case. And, maintain an accurate list of trained mediators including their telephone numbers, addresses and other relevant data. g. Provide all forms, documents, and other materials required for the proper keeping of Program records. h. Obtain advance written Town approval of all advertising, publicity, and other materials describing the Program to the general public. i. Coordinate community education with Town staff. j. Attend Rent Advisory Committee meetings; participate in policy discussions; and make policy and administrative recommendations. k. At the beginning of the contract year, provide the Town with written notice of holidays for the fiscal year. At least two (2) working days prior to a holiday, Contractor shall provide a tape recorded message informing callers that the office will be closed and the day it will reopen. 1. Prepare and submit to the Town an Annual Report including, but not limited to, all data and statistics required in Paragraphs I.A.2.a no later than August 15 of each year. m. Coordinate with and assist Town Attorneys office in any litigation arising out of any petition processed pursuant to this Agreement. n. Provide for mediation and arbitration services. First two hours of each session is included within monthly base fee of $2,279.16. Mediation/Arbitration services beyond the two hour standard will be reimbursed at the mediator /arbitrators hourly fee up to a maximum $1,800.00 for the full term of this Agreement. 2. Time of Performance The services of the Contractor are to commence July 1, 1998, and continue to June 30, 1999. The contract may be extended for one year through June 30, 2000, and for another year through June 30, 2001, upon mutual agreement of the parties as evidenced by an amendment approved in the same manner as this Agreement. 3. Compliance with Laws. The Contractor shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Contractor represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Contractor to practice. Contractor represents and warrants to Town that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Contractor to provide the services required by this Agreement. Contractor shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 4. Sole Responsibili . Contractor shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. Revised: May 26, 1998 csd34a:\contract \sccbar.con Page 2 of 7 5. InformationlReport Handling. All documents furnished to Contractor by the Town and all reports and supportive data prepared by the Contractor under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Contractor's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Contractor shall not make any of the these documents or information available to any individual or organization not employed by the Contractor or the Town without the written consent of the Town before such release. 6. Compensation. Compensation for Contractor's professional services shall not exceed $29,150 as reflected in Exhibit A; and payment shall be based upon Town approval in accordance with Exhibit B. Availability of Records. Contractor shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Contractor shall make these records available to authorized personnel of the Town at the Contractor's offices during business hours upon written request of the Town. 8. Project Manager. The Project Manager for the Contractor for the work under this Agreement shall be Christine A. Burdick, Executive Director. 9. Assignability and Subcontrac ing. The services to be performed under this Agreement are unique and personal to the Contractor. No portion of these services shall be assigned or subcontracted without the prior written consent of the Town. 10. Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To Town: Regina A. Falkner Community Services Director Town of Los Gatos 110 East Main Street Los Gatos, CA 95030 To Contractor: Christine A. Burdick Executive Director Santa Clara County Bar Association 4 North Second Street, Suite 400 San Jose, CA 95113 or personally delivered to Contractor to such address or such other address as Contractor designates in writing to Town. Revised: May 26, 1998 csd34a: \contract \sccbar.con Page 3 of 7 1 L Independent Contractor. It is understood that the Contractor, 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 Contractor 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. Contractor agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. 12. Conflict of Interest. Contractor understands that its professional responsibilities is solely to the Town. The Contractor has and shall not obtain any holding or interest within the Town of Los Gatos. Contractor 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, Contractor 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. Contractor 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, Contractor discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Contractor shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 13. Equal Employment Opportuni1y. Contractor warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Contractor 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. 14. Insurance. a. Minimum Scope of Insurance: i. Contractor 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. Contractor agrees to have and maintain for the duration of the contract, an Revised: May 26, 1998 csd34a: \contract\sccbar. con Page 4 of 7 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. Contractor shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Contractor agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Contractor 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 Contractor for professional errors or omissions in the performance of the particular scope of work under this agreement b. 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 Contractor; products and completed operations of Contractor, premises owned or used by the Contractor. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Contractor'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 Contractor'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 Contractor'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. C. 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. In addition to these policies, Contractor shall have and maintain Workers' Revised: May 26, 1998 csd34a: \contract\sccbar. con Page 5 of 7 Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Contractor shall ensure that all subcontractors employed by Contractor provide the required Workers' Compensation insurance for their respective employees. 16. Indemnification. The Contractor shall save, keep and hold harmless 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 Contractor, or any of the Contractor's officers, employees, or agents or any subContractor. 17. Waive . 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. 18. Mediation/Arbitration. If a dispute arises from or relates to this contract or the breach thereof and the dispute cannot be settled through direct discussions, the parties agree, prior to filing any legal action, to settle the dispute in an amicable manner by mediation. The mediator shall be chosen by mutual agreement of the parties. Thereafter, any unresolved claim or controversy arising from or related to this contract or breach thereof shall be settled by binding arbitration, and judgment on the award rendered by the arbitrators may be entered in Superior or Municipal Court of the County of Santa Clara, whichever court has jurisdiction thereof. The arbitrator shall be selected by mutual agreement of the parties. The costs of the mediation and /or arbitration shall be shared equally between the parties. 19. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. 20. Termination of Agreem nt. The Town and the Contractor shall have the right to terminate this agreement with or without cause by giving not less than ninety (90) days written notice of termination. In the event of termination, the Contractor shall deliver to the Town all plans, files, documents, reports, performed to date by the Contractor. In the event of such termination, Town shall pay Contractor 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 pursuant to Exhibit A and B hereto, 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. 21. Amendment. No modification, waiver, mutual termination, or amendment of this Revised: May 26, 1998 csd34a: \contract\sccbar. con Page 6 of 7 Agreement is effective unless made in writing and signed by the Town and the Contractor. 22. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, as well as costs included in Exhibit A. 23. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the Town and Contractor. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the parry to be bound, shall be binding on either parry. IN WITNESS WHEREOF, the Town and Contractor have executed this Agreement as of the date indicated on page one (1). David W. Knapp, Town Manager Town of Los Gatos ATTEST: Clerk of the Town of Los Gatos, Los Gatos, California Marian V. Cosgrove, Town Clerk Revised: May 26, 1998 csd34a: \contract \sccbar.con Christine A. Burdick, Executive Director Santa Clara County Bar Association Approved as to Form: Orry P. Korb, Town Attorney Page 7 of 7 Exhibit A BUDGET LOS GATOS RENT DISPUTE RESOLUTION PROGRAM JULY 1, 1998 - JUNE 30, 1999 Description Rate Maximum FY 1998/99 Payment ADR Services $2,279.16 per $27,350.00 ADR Services are described in month Agreement Section 1. Scope of Services, pages 1 and 2. Mediator /Arbitrator Reimburseme $ 1,800.00 Mediator /Arbitrator services of up to 2 nt of mediator/ hours per sessions are included in the arbitrators monthly base fee of $2,280.00. hourly fee not Mediator /Arbitrator services beyond the to exceed two -hour standard will be reimbursed at $150 per the mediator /arbitrators rate. hour. Total Project 1 $29,150.00 CSD34A:CNCLRPTS \RENTDIS.RPT EXHIBIT B PAYMENTS TO CONTRACTOR I. GENERAL. TOWN agrees to pay CONTRACTOR for the performance of the services, work, and duties, subject to and performed in connection with the Agreement a sum of money not to exceed the amount set forth in the 'Budget' attached to the Agreement. These payments are made on a monthly or quarterly basis pursuant to the Agreement. The statement or statements requesting payment shall be in a form approved by the Town, and the CONTRACTOR shall specify in detail the services performed by the CONTRACTOR during the month or quarter for which payment is sought. In no event shall the CONTRACTOR overrun the total budget for any quarter without obtaining prior written approval from the TOWN. II. TOWN REVIEW. It shall be the policy of the Town to pay promptly (net 30 days) all bills which become due and payable by the Town. Payment to the CONTRACTOR shall be made 30 days after receipt by TOWN of the monthly or quarterly reports required by the Agreement. The CONTRACTOR'S invoice must include a purchase order number. The TOWN will determine whether payment can be made under the Agreement and may rely upon the certification by CONTRACTOR that the items appearing on the statement and its supporting data are eligible items under the PROGRAM. However, no such determination shall constitute a waiver by the TOWN of its right to recover from CONTRACTOR any monies paid on items that were not eligible to payment under the PROGRAM and the Agreement. The total amount of payments made to the CONTRACTOR shall be distributed as shown in the 'Budget' attached to the Agreement.