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Attachment 1Page 1 of 7 AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 201 8 /201 9 THIS AGREEMENT is made and entered into on June 5 , 201 8 , by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”)AandALOSAG TOSACH MBERAOFACOMMERCE, (“Chamber”), 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 2 01 8 /201 9 Budget for allocation of funds, and; WHEREAS, Town desires to engage C hamber to provide services as permitted, and TOWN has appropriated funds for this purpose, to be utilized during the time period between July 1, 201 8 , and June 30, 201 9 , and; WHEREAS, Chamber represents and warrants the truth of all statements contained inA“Scope of Services ”AattachedAasAExhibitA AandAincorporatedAhereinAbyAreference. WHEREAS, Town and Chamber ha ve executed an Agreement since Fiscal Year 2001, and; WHEREAS, T own desires to engage the C hamber to pro vide Town Information Center and Leadership Los Gatos services ,AandAofferAaAsubsidyAforAtheAChamber’sAsupportAofA local businesses . 1.2 The C hamber represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 C hamber warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services descr ibed in this Agreement. Chamber acknowledges Town has relied upon these warranties to retain C hamber. II. AGREEMENTS 2.1 Scope of Services . C hamber 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, 201 8 , to June 30, 201 9 . C hamber shall perform the services described in this agreement as follows: provide Town Information Center and Leadership Los Gatos program coordination as outlined in Exhibit A – Scope of Services. ATTACHMENT 1 Page 2 of 7 2.3 Compliance with Laws . The C hamber shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. C hamber represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for C hamber to practice its profession. C hamber 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 . C hamber shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling . All documents furnished to C hamber by the Town and all reports and supportive data prepared by the Chamber under this Agreement are the Town’sA property and shall be delivered to the Town upon the completion of Chamber 's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by C hamber in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the C hamber shall not make any of these documents or information available to any individual or organization not e mployed by the C hamber . or the Town without the written consent of the Town before such release. 2.6 Compensation . Compensation for Consultant's professional services shall not exceed $50 ,000 ; $45,000 for Town Information Center and for Leadership Los Gatos, inclusive of all costs , and $5,000 to subsidize the Chambers events and programs that support the Los Gatos business community . 2.7 Billing . Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be a ccompanied 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 P.O. Box 655 Los Gatos, CA 95031 -0655 2.8 Availability of Records . C hamber shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Chamber shall make these records available to authorized personnel of the Town at the Chamber 's offices during busines s hours upon written request of the Town. 2.9 Annual Report. C hamber shall provide an annual report and accounting of expenditures of the funds covered by this agreement as described in the Scope of Services . Page 3 of 7 2.10 Assignability and Subcontracting . The services to be performed under this Agreement are unique and personal to the Chamber. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.11 Independent Contractor . It is understood that the C hamber , 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 b enefits which accrue to Town employee(s). With prior written consent, the C hamber 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. C hamber agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. C hamber shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters a t its then current hourly rates of compensation, unless such litigation is brought by C hamber or is based on allegations of C hamber’s negligent performance or wrongdoing. 2.12 Conflict of Interest . C hamber understands that the professional responsibilit ies of the Town Information Center are solely to the Town. The C hamber has and shall not obtain any holding or interest within the Town of Los Gatos. C hamber 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, C hamber 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 Agr eement, 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. C hamber shall not knowingly and shall take reasonable steps to ensure t hat it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, C hamber discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, C hamber shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.13 Use of Funds. The Chamber shall not use any monies received under this agreement for th e endorsement, opposition or participation in any political lobbying activity involved in the support or opposition to any candidate for public office , proposed ballot measure or item pending Town Council Action. 2.14 Equal Employment Opportunity . C hamber warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither C hamber nor its subcontractors shall discriminate against persons employed or seeking employment with the m on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, Page 4 of 7 or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: i. C hamber agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring the Chamber to an amount not less than: o ne million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. C hamber agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/he r 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. C hamber shall provide to the Town all certificates of insurance, with original endorsements effe cting coverage. Chamber agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. C hamber 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 C hamber ; products and completed operations of C hamber , premises owned or used by the C hamber . This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The C hamber’s insurance coverage shall be primary insurance as respe cts 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 C hamber’s insurance and shall not contribute with it. Page 5 of 7 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 C hamber 's insurance shall apply separately to each insured against whom a claim is ma de 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 T own Clerk. 3.3 Workers’ACompensation . In addition to these policies, C hamber 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, C hamber shall ensure that all subcontractors employed by C hamber provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification . The C hamber shall save, keep, hold harmless and indemnify and d efend 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 i n the course of performing work which may be occasioned by a willful or negligent act or omissions of the C hamber , or any of the C hamber '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 wa iver 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 C hamber shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written n otice of termination. In the event of termination, the C hamber shall deliver to the Town all plans, files, documents, reports, performed to date by the C hamber . In the event of such termination, Town shall pay C hamber an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services Page 6 of 7 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 fac ts 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 C hamber . 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 LOS GATOS CHAMBER OF COMMERCE Attn: Catherine Somers , Executive Director 10 Station Way Los Gatos, CA 95030 or personally del ivered to C hamber to such address or such other address as C hamber 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 ex clusive statement of the Agreement between the Town and C hamber . 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 eithe r party. IN WITNESS WHEREOF, the Town and C hamber have executed this Agreement. Town of Los Gatos by: Laurel Prevetti , Town Manager Recommended by: Monica Renn, Economic Vitality Manager Page 7 of 7 Los Gatos Chamber of Commerce, by: Title Approved as to Form: Robert Schultz, Town Attorney THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT A Page 1 of 4 SCOPE OF SERVICES CHAMBER OF COMMERCE • FY 2018/19 I. LOS GATOS VISITOR INFORMATION CENTER : $40,000 The following services and information will be coordinated and provided by the Chamber of Commerce (Chamber) as a pa rt of the operations of the Los Gatos Information Center:  Offer Los Gatos Information Center services f r o m the Chamber of Commerce offices 40 hours a week, 52 weeks a year except for scheduled holiday closures.  Respond to Los Gatos visitor and resident inquiries regarding shopping, dining, lodging, events, relocation, general comme rce, and other related visitor information topics.  Coordinate and distribute var ious Los Gatos marketing materials such as maps, guides , and wayfinding collateral that is open to and inclusive of all applicable businesses, and not exclusive to Chamber of Commerce membership.  Assist with the assembly and distribution of Los Gatos relocation packets in coordination with the Town.  Promote Town events in Chamber marketing materials including e mail notifications and newsletters.  Maintain a dedicated “Experience Los Gatos” webpage within the Chamber’s website in which visitors to the Town’s website will be redirected and be able to access information relating to Los Gatos merchants, restaurants, lodging, entertainment, and parking guides, inclusive of both Chamber and non -Chamber member businesses.  Allow Town meetings with the business community to be conducted at the Chamber offices during mutually agreed upon times and days .  Pro vide bi -annual reports in December and May that account for services rendered under this agreement.  Invoice the Town for payment of services. II. LEADERSHIP LOS GATOS : NOT TO EXCEED $5,000 The Chamber agrees to assist with the coordination and facilitation of the Town’s Leadership Los Gatos Program . This eight -month program shall meet once a month and is intended to educate and engage Los Gatos r esidents and members of the Los G atos busines s community o n Town and c ommunity o perations , with the goal of engaging participants to volunteer, lead , and participate in a variety of community organizations. A minimum of twenty (20) qualified participants shall be enrolled by the first session for the program to be conducted, unless mutually agreed upon by the Town Manager and Chamber of Commerce Executive Director. Sessions are scheduled one time each month, October through May, and may not be cancelled, postponed , or rescheduled without written ag reement between the Town and Chamber . EXHIBIT A Page 2 of 4 SCOPE OF SERVICES CHAMBER OF COMMERCE • FY 2018/19 The Chamber will:  Promote the Leadership program and distribute marketing materials using the branded marketing materials provided by the Town.  Assist applicants as needed during the application process.  Collect tuition in the amount of $400 each from participants.  Schedule non -Town affiliated presenters, facilities, and transportation.  Coordinate the logistics of the graduation lunch.  Copy and distribute any requested printed program materials.  Provide coff ee and light breakfast, mid -morning snacks, and lunch at each session. (Whenever possible, any food or supplies used for the program should be sourced from Los Gatos based businesses).  Provide the To wn with an updated revenue and expense report within on e week of each Leadership session that includes all expenses and revenues to date, including program supplies.  A final budget report shall be provided to the Town within thirty (30) days of the final Leadership session, along with an invoice for any exp enses that exceed the tuition collected up to an additional $2 ,000.  In coordination with the Town, provide support with logistics and presentation materials, and support to participants and speakers.  Be a visible presence and have an active role at all L eadership sessions and the graduation in coordination with the Town. The Town will :  Provide program management including session content and program oversight .  Develop the online application and provide the Chamber with a link for applicants .  Design and prepare all branded marketing materials and documents necessary for the program, and provide materials to the Chamber for their marketing efforts .  Schedule, create, and coordinate paid marketing efforts in the Community Newspaper .  Provide marketing support to the Chamber by posting application/program information on the Town website and social media accounts .  Review applications, verify eligibility, and select Leadership candidates . EXHIBIT A Page 3 of 4 SCOPE OF SERVICES CHAMBER OF COMMERCE • FY 2018/19  Issue letter of acceptance in collaboration with Chamber Executi ve Director .  Reserve all Town facilities and coordinate with Town Council Members, Town staff , and Town affiliated C ommittees, C ommissions , and groups for presentations when applicable .  Prepare and electronically distribute agendas to the class for each session .  Maintain attendance , class requirements, and session surveys .  Prepare graduation certificates and program logistics including speaking points for graduation presenters .  In coordination with the Chamber, attend each Leadership session and provide support with logistics and presentation materials , and support to participants and speakers. Compensation and Expenses for Leadership Los Gatos : Compensation : The Town will compensate the Chamber of Commerce $3 ,000 for the successful execution of this Scope of Services related to the Leadership Los Gatos program. The Chamber may invoice the Town in two installments: $1,5 00 each in September and May. Tuition : The Chamber will collect the tuition from each participant at the rate of $40 0 per participant . All tuition fees collected remain with the Chamber to cover program expenses. The starting program budget will be calculated based on the tuition rate of $400 times the number of leadership participants . If the Chamber chooses to offe r scholarships to any par ticipants, this must be paid for by the Chamber and not absorbed within the Leadership program budget . The Town will provide a payment of $400 for each Town staff participating in the program separate from this agreement. Sessio n Guest Speakers : Guest speakers will invoice the Town directly and th e Town will remit payment directly to guest speakers . For those speakers coordinated by the Chamber, a mutually agreed upon rate must be established no less than one month prior to the scheduled session. Expenses : The Chamber will use the tuition fees collected to cover the program expenses in which the Chamber is responsible for including food, beverages, non -Town facility rentals, non -T own transportation, graduation luncheon and ceremony expenses , and other incidentals such as paper, printing costs, flowers, linens, etc. Should the expenditures of the Chamber exceed the program budget provided through tuition , the Town will reimburse the Chamber up to $2 ,000 at year -end, fol lowing the submi ttal of the final program budget and supporting documentation (receipts) of expenditures . III. GENERAL SUBSIDY FOR THE CHAMBER OF COMMERCE : $5,000 In recognition of the support the Chamber of Commerce provides the businesses and shopping districts in the Town of Los Gatos , the Town will provide a subsidy of $5,000 to the Chamber to support the programs prov ided by the Chamber. The Chamber may invoice the Town for $5,000 after July 1, 2018 EXHIBIT A Page 4 of 4 SCOPE OF SERVICES CHAMBER OF COMMERCE • FY 2018/19 and must provide a brief summary of how the funds were used no later than May of 2019. This summary may be included in the bi -annual report required under Section I of this Scope of Servic es.