15pow N OF
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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
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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
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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
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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.
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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.
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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
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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
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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
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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
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