Loading...
15pow N OF !pS GA,�pS COUNCIL AGENDA REPORT DATE: JULY 30, 2013 TO: MAYOR AND TOWN COUNCIL FROM: GREG LARSON, TOWN MANAGER MEETING DATE: 08/05/13_ ITEM NO: I' ADDENDUM SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS CHAMBER OF COMMERCE TO MANAGE THE TOWN'S INFORMATION CENTER AND COORDINATE THE LEADERSHIP LOS GATOS PROGRAM (Continued .from June 17, 2013) RECOMMENDATION: Authorize the Town Manger to execute an agreement for services with the Los Gatos Chamber of Commerce in an amount not to exceed $50,000. BACKGROUND: On June 17, 2013, the Town Council continued this matter to the August 5, 2013 meeting to allow staff to respond to Council questions. The purpose of this Addendum is to provide answers to questions raised.by Council members. DISCUSSION: Following are the questions raised by Council members, along with the responses. Q: Please describe the literature produced by the Chamber of Commerce pursuant to the agreement with the Town. A: As part of the Town Information Center, the Chamber produces /compiles a Shopping Guide; Restaurant Guide; Lodging Guide; Business Directory; various maps; various information for new residents; and information on special programs and events. PREPARED BY: PAMELA JACOBS ASSISTANT TOWN MANAGER t� Reviewed by: Assistant Town Manage4_Town Attorney Finance PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS CHAMBER OF COMMERCE TO MANAGE THE TOWN'S INFORMATION. CENTER AND COORDINATE THE LEADERSHIP LOS GATOS PROGRAM (Continued from June 17, 2013) JULY 30, 2013 Q: How many sessions are included in Leadership Los Gatos and who leads the sessions? A: Leadership Los Gatos consists of 10 half -day sessions beginning in the fall and ending in May or June. The Chamber of Commerce coordinates the content and logistics for all of the sessions, and subject experts (e.g., Town staff, hospital administrators, ethics instructors, etc) lead the individual sessions. Q: What is the role of the Town's Economic Vitality Coordinator? A: The half -time Economic Vitality Coordinator is the Town's liaison to the business community and performs duties including assisting new businesses interested in locating in Los Gatos; helping existing businesses wishing to expand; working with the brokerage community to facilitate matches between available space and potential businesses; maintaining the Town's business pages on the website, including resources for new and existing businesses, information about retail, office and industrial districts, etc.; coordinating meetings between the Mayor and businesses; facilitating solutions to business- related issues; coordinating events and marketing with the Chamber of Commerce; and providing analysis and support for other programs in the Town Manager's Office. This position was a full -time, management position for about 10 years, and was reduced to a half- time non - management position in the current budget. Q: Are there any conflict of interest concerns regarding the Chamber taking positions on Town issues given it has an agreement for services with the Town? A: Service providers to the Town enter into a standard agreement with the Town that prohibits the service provider from entering into any business holdings or agreements with Town staff, management or the Council (Paragraph 2.11). The conflict of interest provision of the agreement regulates financial interests. However, the conflict of interest provision of the agreement does not in any way limit or infringe on the First Amendment (free speech) rights of the service provider to take a position on Town matters under consideration by the Planning Commission or Council. Town fiends under this contract are not used for advocacy or Chamber member services. CONCLUSION: The Chamber of Commerce has provided Town information services and Leadership Los Gatos coordination since 2001. It is recommended that the Town Council authorize the Town Manager to execute an agreement with the Chamber to continue providing these services in FY 2013/14 in an amount not to exceed $50,000. Attachments: June 17, 2013 Staff Report (previously distributed) f N cps anT� COUNCIL AGENDA REPORT DATE: JUNE 10, 2013 TO: MAYOR AND TOWN COUNCIL FROM: GREG LARSON, TOWN MANAGER .MEETING DATE: 6/17/13 ITEM NO: SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS CHAMBER OF COMMERCE TO MANAGE THE TOWN'S INFORMATION CENTER AND COORDINA'T'E 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: The Town of Los Gatos and the Los Gatos Chamber of Commerce executed an agreement for services in Fiscal Year 2001. Per this agreement, the Chamber is to provide services to the Town through the coordination of the Leadership Los Gatos program and management of the Town's Information Center at 10 Station Way, DISCUSSION: Since 2001, the Chamber of Commerce has operated and managed the Town's Information Center and coordinated the Leadership Los Gatos program. The Information Center is open 40 hours per week, 52 weeks a year except for scheduled holiday closures, The Center is also open occasionally on Saturdays during scheduled events in order to maximize the Center's visibility. Events are posted at the Chamber and advertised in event marketing materials, Services for the Information Office include: Town's membership in Chainber of Commerce, responses to general questions about Los Gatos for residents and Town visitors, development and distribution of Los Gatos relocation packets, and coordination and distribution of various Los Gatos marketing materials. PREPARED BY: Christina Gilmore, Assistant to the Town Manager Reviewed by : _Assistant Town Manager a Town Attorney Finance NAM0R \AdminWorkFiles\2013 Coundil Reports \6,17,13 Annual Renewal of Chamber of Commerce PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: ANNUAL RENEWAL OF AGREEMENT FOR SERVICES WITH THE LOS GATOS CIIAMBER OF COMMERCE TO MANAGE THE TOWN'S INFORMATION CENTER AND COORDINATE THE LEADERSHIP LOS GATOS PROGRAM JUNE 10, 2013 The Leadership Los Gatos program is designed to involve people of all backgrounds and interests who wish to become more involved in the community. The mission of the program is 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 10 half day sessions beginning in the fall and ending in early June. There is a tuition fee for the program. Many employers will often sponsor their employees in this. community program. Renewal of the agreement for services between the Town anal the Chamber of Commerce will enable these efforts to continue. CONCLUSION It is recommended that the Town Manager execute an agreement for services with the Los Gatos Chamber of Commerce (see attaclunent). in an amount not to exceed $50,000. FISCAL IMPACT: There are sufficient funds available for this project as demonstrated in Program and Account number 1201 - 67102. Attachments: Agreement for Services AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 2013 -2014 THIS AGREEMENT is made and entered into on June 30, 2013, by and between TOWN OF LOS GATOS, a California municipal corporation, ( "Town ") and LOS GATOS CHAMBER OF COMMERCE, ( "Consultant "), whose address is 10 Station Way, Los Gatos, California. This Agreement is made with reference to the following facts. I. RECITALS WHEREAS, TOWN appropriated funds in its Fiscal Year 2013/2014 Budget for allocation of funds, and; WHEREAS, Town desires to engage Consultant to provide services as permitted, and TOWN has appropriated fiends for this purpose, to be utilized during the time period between July 1, 2013, and June 30, 2014, and; WHEREAS, CONSULTANT .represents and warrants the truth of all statements contained in "Assurances" attached as Exhibit A and incorporated herein by reference. WHEREAS, TOWN and Los Gatos Chamber of Commerce .has executed an Agreement since Fiscal Year 12000, and; WHEREAS, TOWN desires to engage the Consultant to provide Town Information Center and Leadership Los Gatos with the Town of Los Gatos Chamber of Commerce. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3' Consultant warrants it possesses the distinct professional skills, qualifications,, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. 11. AGREEMENTS 2.1 Scope of Services, Consultant shall provide services as described in that certain Exhibit A Chamber of Commerce Scope of Services, which is .hereby incorporated by reference and attached as Exhibit A. 2.2 Term and Time of Performance. This contract will remain in effect from July 1, 2013, to June 30, 2014. Consultant shall perform the services described in this agreement as follows: provide Town Information Center and Leadership Los Gatos as outlined in Exhibit A — Scope of Services. 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and NAMOR\ MORANTSTY 2013= 14\Agreement9 \LG Chamber Of Cominerce.Doe Page 1 of 6 05/2013' 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 Tlandlin , 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 cone - section 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 snake 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 conriection with other projects shall be solely at Town's risk, unless Consultant expressly consents to. such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been. confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $50,000, for Town Information Center and for Leadership Los Gatos, inclusive of all costs, 2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering. of the service and shall be accompanied by a detailed explanation 'of the work performed as described in Exhibit A, Payment shall be net thirty (30) days. All invoices and statements to the Town: shall be addressed as follows; Invoices: Town of Los Gatos Attn: Accounts Payable R0, 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. N.:\MGMSD\GRANTSTY 20J3- 14\Agreements \LG Chamber Of Commerce.Doc Page 2 of 6 05/201& 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 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 Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply With applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex,.color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or 'medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act, III, INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance; 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. N:\MGR \CSD \GRANTS\FY 2013- ]4\Agreements \L0 Chamber Of Commerce,Doe 0512013 Page 3 of 6 ii, Consultant agrees to Have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring hinv/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. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates. and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,.000,000 which is sufficient to insure. Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability. i. The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it, 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 stake t1lat 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 Cleric, 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 NAMGR\CSD\GRANTS\)a'X 2013- 14\Agreements \LG Chamber OPConimerce,Doe 0512013 Page 4 of 6 of such policy to the Town before beginning services under this Agreement, Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees, 3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its .officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or .personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any .subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of .a breach or default under this Agreement constitute a continuing. waiver of a subsequent breach of the same or any other .provision of this Agreement. 4.2 Governing Law, This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara, 43 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, dooaments, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, 'in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination, 4.4 Amendment, No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes, In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. 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: RoneeNassi 110 E, Main Street 10 Station Way Los Gatos, CA 95030 Los Gatos, CA 95030 N:\MGR \CSD \GRANTS \FY 2013- MAgroementsEG Chamber Of Commerce.Doe 05/2013 Page 5 of 6 or personally delivered to Consultant to such address or such other- address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement,. then the terms and conditions of this Agreement shall prevail over attachments or other writings, 4.8 Entire Agreement, This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town ' and Consultant, No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party,. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Consultant, by: Greg Larson, Town Manager Recommended by: Christina Gilmore, Assistant to the Town Title Manager Approved as to Form: Judith J. Propp, Town Attorney N; \MGR \CSD \GRANTS \FY 2013.MAgreementsIG Chamber Of Commerce.Doc 05/2017 Page 6 of 6 EXHIBIT A CHAMBER OF COMMERCE SCOPE OF SERVICES FY 201314 SERVICE DESCRIPTION FEE S FY 2013-114 TOWN INFORMATION CENTER $35,000.00 The Town Information Center is open 40 hours a week, 52 weeks a year except for scheduled holiday closures. The Center will also be open occasionally on Saturdays and will be coupled with scheduled events to maximize the Center's visibility. Events will be posted at the Chamber and advertised in event marketing materials. Services for the Information Office include: • Town's membership in Chamber of Commerce • Responding to general questions about Los Gatos for residents and Town visitors. • Development and distribution of Los Gatos relocation packets. • . Coordination and distribution of various Los Gatos marketing materials. Payment to be $2,917 per month, not to exceed $3.5,000 LEADERSHIP LOS GATOS $15,000.00 Coordination Fee: Town will pay Consultant $10,000 to coordinate the LLG program. Consultant will submit an invoice in the amount of $5,000 after the first session is held, Consultant will submit a second invoice for $5,000 after the final session is held. Tuition: Consultant will invoice Town $400 for each participating Town of Los Gatos employee; maximum tuition fee paid by Town will not exceed $2,000. Expenses: Consultant will use tuition fees paid by participants to offset program expenses. At year -end, Town will reimburse the Chamber up to $3;000 for expenses exceeding total tuition revenues. Payment will be based upon the Consultant's submittal of a year -end expenses sheet, identifying all program costs, and invoice. TOTAL $50,0.00.00 N: \MGR \C5D \Agreements \2013 \Chamber Of Commerce Exhibit A FY 2013- 14.Docx THIS PAGE. INTENTIONALLY I..,EFT BLANK