Attachment 1
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REIMBURSEMENT AGREEMENT
BETWEEN
THE TOWN OF LOS GATOS AND SILICON VALLEY REGIONAL INTEROPERABILITY
AUTHORITY
This Reimbursement Agreement (“AGREEMENT”) is made and entered into this 20th day of
September 2018, by and between the TOWN OF LOS GATOS, a California municipal corporation,
(“TOWN”) and SILICON VALLEY REGIONAL INTEROPERABILITY AUTHORITY, a California Joint
Powers Authority (“SVRIA”), (together “Parties”). This Agreement is made with reference to the
following facts.
RECITALS
The following recitals are a substantive portion of this A GREEMENT:
WHEREAS, in 2010, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno,
Morgan Hill, Mountain View, Palo Alto, Santa Clara, San Jose, Saratoga, and Sunnyvale; the Town
of Los Gatos and the County of Santa Clara (collectively “MEMBERS”) entered into a joint powers
agreement (“JPA Agreement”) to form the Silicon Valley Regional Interoperability Authority
(“SVRIA”), with similar goals and purpose as commenced under the Joint Funding Agreement;
WHEREAS, on 17th Day of June, of 2015, TOWN and SVRIA entered into a Memorandum of
Understanding (“MOU”) to document the funding and construction of the Silicon Valley Regional
Communication System (“SVRCS”); and
WHEREAS, the SVRIA desires to make to make certain improvements to the SVRCS System at the
Stickney site set forth in Exhibit A located at Oak Knoll Rd/Fairview Ct., Los Gatos, CA 95030; and
WHEREAS, this AGREEMENT memorializes the commitment of SVRIA to reimburse the TOWN for
expenses up to $200,000 incurred for improvements associated with the improvements to the
SVRCS System at the Stickney site, located at Oak Knoll Rd/Fairview Ct., Los Gatos, CA 95030; and
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows.
SECTION 1. AGREEMENT WITH VERIZON and TOWN OF LOS GATOS
TOWN has or will enter into an agreement with GTE Mobilnet of California dba Verizon Wireless
(“Verizon”) and Crown Castle GT Company (Crown Castle) to provide certain improvements at
the Stickney site located at Oak Knoll Rd/Fairview Ct., Los Gatos, CA 95030. These costs and
expenses are not the responsibility of the TOWN and will be reimbursed by the SVRIA.
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SECTION 2. SVRIA AGREEMENT TO REIMBURSE
SVRIA agrees to reimburse the TOWN for all costs incurred and billed by Verizon, Crown Castle
and/or its contractors in an amount not to exceed $200,000 for improvements associated with the
SVRCS System at the Stickney site, located at Oak Knoll Rd/Fairview Ct., Los Gatos, CA 95030. SVRIA
shall reimburse TOWN within thirty (30) days of the presentation of an invoice for services rendered
by Verizon, Crown Castle and/or its contractors for the benefit of SVRIA. The reimbursement will be
paid to the Town of Los Gatos.
SVRIA agrees to reimburse the TOWN for the increase in the monthly fee due under the Tower
License Agreement with Crown Castle in the initial amount of $281.00 per month. SVRIA also agrees
to reimburse the TOWN for the proportional share of any increase in the Adjustments to the Basic
Payment made by Crown Castle. The reimbursement will be paid to the Town of Los Gatos.
SVRIA agrees to reimburse the TOWN for the increase in the monthly fee due under the Tower
License Agreement with Verizon in the initial amount of $1,800.00 annually, commencing on
October 1, 2018. SVRIA also agrees to reimburse the TOWN for the proportional share of any
increase in the Adjustments to the Basic Payment made by Verizon. The reimbursement will be
paid to the Town of Los Gatos.
SECTION 3. TERM
This Agreement shall be in effect for as long as the Tower license agreements are in effect between
the Town and Verizon and/or Crown Castle.
SECTION 4. MUTUAL INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed
between the parties pursuant to Government Code Section 895.6, the parties agree that all losses or
liabilities incurred by a party shall not be shared pro rata but instead the parties agree that pursuant
to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each
of the other parties, their officers, board members, employees and agents, harmless from any
claim, expense or cost, damage or liability imposed for injury (as defined by Government Code
Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the
indemnifying party, its officers, board members, to such party under this Agreement. No party,
nor any officer, board member, employee or agent employees or agents, under or in connection
with or arising out of any work, authority or jurisdiction delegated thereof shall be responsible
for any damage or liability occurring by reason of the negligent acts or omissions or willful
misconduct of other parties hereto, their officers, board members, employees or agents, under
or in connection with or arising out of any work, authority or jurisdiction delegated to such other
parties under this Agreement.
SECTION 5. ASSIGNMENT
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This AGREEMENT shall be binding upon and shall inure to the benefit of the successors of the
Parties. No Party may assign any rights or obligations hereunder without the written consent of the
other Party, except as provided herein.
SECTION 6. NO WAIVER
No waiver by either Party of any breach or default of any of the covenants or agreements herein
shall be deemed to be a waiver as to any subsequent and/or similar breach or default.
SECTION 7. WAIVER OF PERSONAL LIABILITY
No board member, officer, attorney or employee of LOS GATOS or SVRIA shall be individually or
personally liable under this AGREEMENT.
SECTION 8. 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
Attn: Denise Sellers,
Interim Executive Director, SVRIA
601 El Camino Real
Santa Clara, CA 95050
A Party may change its Notice contact or Notice address by written Notice to the other Party. Such
change becomes effective no sooner than ten (10) days after the date of such Notice.
SECTION 9. ENTIRE AGREEMENT
This AGREEMENT incorporate all the agreements, covenants, and understandings between the Parties
concerning the subject matter hereof, and all such agreements, covenants, and understandings have
been merged into this AGREEMENT. No prior agreement or understanding, verbal or otherwise, of
the Parties or their agents shall be valid or enforceable unless embodied in this AGREEMENT.
SECTION 11. COUNTERPARTS
This AGREEMENT may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute one and the same instrument.
SECTION 12. GOVERNING LAW and VENUE
California law governs the AGREEMENT’s performance and interpretation. If a Party to this
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AGREEMENT brings a lawsuit connected to this AGREEMENT, the Parties agree that venue shall be
exclusively vested in the State Courts of the County of Santa Clara.
IN WITNESS OF, the Parties have executed the AGREEMENT through their duly authorized
representatives as of the last date set forth below.
IN WITNESS WHEREOF, the Town and SVRIA have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Peter Decena, Chief of Police
SVRIA by:
Denise Sellers, Interim Executive Directors
Title
Approved as to Form:
____________________________________
Robert Schultz, Town Attorney
Attest:
________________
Shelley Neis, CMC, Town Clerk Administrator
Exhibit A