Attachment 1Page 1 of 7
ATTACHMENT 1
AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF
LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 2018/2019
THIS AGREEMENT is made and entered into on June 4, 2019, by and between TOWN OF LOS
GATOS, a California municipal corporation, (“Town”) and LOS GATOS CHAMBER OF COMMERCE,
(“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 2019/2020 Budget for
allocation of funds, and;
WHEREAS, Town desires to engage Chamber to provide services as permitted, and
TOWN has appropriated funds for this purpose, to be utilized during the time period
between July 1, 2019, and June 30, 2020, and;
WHEREAS, CHAMBER represents and warrants the truth of all statements
contained in “Scope of Services” attached as Exhibit A and incorporated herein by
reference.
WHEREAS, TOWN and Los Gatos Chamber of Commerce has executed an
Agreement since Fiscal Year 2001, and;
WHEREAS, TOWN desires to engage the Chamber to provide Town Visitor’s
Information Center and Leadership Los Gatos with the Town of Los Gatos.
1.2 The Chamber represents and affirms that it is willing to perform the desired work pursuant
to this Agreement.
1.3 Chamber 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 Chamber.
II. AGREEMENTS
2.1 Scope of Services. Chamber 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, 2019, to
June 30, 2020. Chamber 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.
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2.3 Compliance with Laws. The Chamber shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Chamber
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Chamber to practice its
profession. Chamber 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. Chamber 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 Chamber 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 Chamber in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
the Chamber shall not make any of these documents or information available to any
individual or organization not employed by the Chamber. 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
$45,000 for Town Visitor’s Information Center and 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:
Email to: AP@losgatosca.gov
Or, Mail to: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availability of Records. Chamber 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 Annual Report. Chamber shall provide an annual report including services rendered by the
Visitor’s Information Center and Leadership Los Gatos no later than May 20, 2020
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accounting of expenditures of the funds covered by this agreement as described in the
Scope of Services. Budget reports for Leadership Los Gatos shall be provided more
frequently as indicated in the Scope of Services.
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 Chamber, 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 Chamber 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. Chamber agrees to
testify in any litigation brought regarding the subject of the work to be performed under
this Agreement. Chamber 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 Chamber or is based on allegations of
Chamber’s negligent performance or wrongdoing.
2.12 Conflict of Interest. Chamber understands that the professional responsibilities of the
Town Information Center are solely to the Town. The Chamber has and shall not obtain
any holding or interest within the Town of Los Gatos. Chamber 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,
Chamber 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. Chamber 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, Chamber discovers it has employed a person with a direct or indirect interest that
would conflict with its performance of this Agreement, Chamber 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 (Visitor Information Center) shall not use any monies
received under this agreement for the 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. Chamber warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
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opportunity. Neither Chamber nor its subcontractors 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:
i. Chamber 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. Chamber agrees to have and maintain for the duration of the contract, an
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. Chamber 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. Chamber 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 Chamber; products and completed operations of Chamber,
premises owned or used by the Chamber. This requirement does not apply
to the professional liability insurance required for professional errors and
omissions.
ii. The Chamber’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
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volunteers shall be excess of the Chamber’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 Chamber'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 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.
3.3 Workers’ Compensation. In addition to these policies, Chamber 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,
Chamber shall ensure that all subcontractors employed by Chamber provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Chamber 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 Chamber, or any of the Chamber'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.
4.3 Termination of Agreement. The Town and the Chamber 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 Chamber shall deliver to the Town
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all plans, files, documents, reports, performed to date by the Chamber. In the event of
such termination, Town shall pay Chamber 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 Chamber.
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 delivered to Chamber to such address or such other address as Chamber
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 Chamber. 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 Chamber have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Monica Renn, Economic Vitality Manager
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Consultant, by:
Title
Approved as to Form:
Robert Schultz, Town Attorney
EXHIBIT A
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SCOPE OF SERVICES
CHAMBER OF COMMERCE • FY 2019/20
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 part of the operations of the Los Gatos Information Center:
• Offer Los Gatos Information Center services from 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 commerce, and other related visitor information topics.
• Coordinate and distribute various 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. Marketing materials are not required to be printed and
maybe formatted as the market demands including social media, online, emailed, etc.
• Assist with the assembly and distribution of Los Gatos relocation packets in coordination with
the Town.
• Promote Town events in Chamber marketing materials including email 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.
• Provide an annual report 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 residents and members of the Los Gatos business community on Town and community operations,
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 agreement between the Town and Chamber.
EXHIBIT A
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SCOPE OF SERVICES
CHAMBER OF COMMERCE • FY 2019/20
The Chamber will:
• Promote the Leadership program and distribute marketing materials using the branded
marketing materials provided by the Town.
• Provide the application link for the program on the Chamber’s website
• 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 with all
presenters for the “Community Connections” session.
• Coordinate the logistics of the graduation lunch.
• Copy and distribute any requested printed program materials.
• Provide coffee 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 Town with an updated revenue and expense report within one 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 expenses that exceed the tuition collected
up to an additional $1,000.
• 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 Leadership 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.
EXHIBIT A
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SCOPE OF SERVICES
CHAMBER OF COMMERCE • FY 2019/20
• 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.
• Issue letter of acceptance in collaboration with Chamber Executive Director.
• Reserve all Town facilities and coordinate with Town Council Members, Town staff, and Town
affiliated Committees, Commissions, 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 $2,000 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: $1,000 each in September and May.
Tuition: The Chamber will collect the tuition from each participant at the rate of $400 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 offer scholarships to any participants, 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.
Session Guest Speakers: Guest speakers will invoice the Town directly and the 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-Town
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 $3,000 at year-end, following the
submittal of the final program budget and supporting documentation (receipts) of expenditures.