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06 Attachment 1 AGR 19.157 - FY2019 2020 Los Gatos Chamber of CommerceAGR I a . l 5-1 IHH AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE FISCAL YEAR 2019/2020 THIS AGREEMENT is made and entered into on June 18, 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. Page 1 of 11ATTACHMENT 1 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. 1.6 Common. Compensation for Consultant's professional services shall not exceed 60,000 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(a@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. Page 2 of 11 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 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. Page 3 of 11 2.14 Equal Employment Opportunity. Chamber warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment 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. Page 4 of 11 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 bythe Town, its officers, officials, employees or 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. GENERALTERMS 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. Page 5 of 11 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 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 LOS GATOS CHAMBER OF COMMERCE Attn: Town Clerk Attn: Catherine Somers, Executive Director 110 E. Main Street 10 Station Way Los Gatos, CA 95030 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. Page 6 of 11 IN WITNESS WHEREOF, the Town and Chamber have executed this Agreement. Recommended by: Monica Re , nomic Vitality Manager Town of Los Gatos by: Laurel Prevetti, Town Manager Approved as to Form: Robert Schultz T wn Attorney Los Gates Chamber of Commerce by: G Executive Director Attest: Shelley Neis, Town CIk Agreement for Services FY19/20 Los Gatos Chamber Page 7 of 11 SCOPE OF SERVICES CHAMBER OF COMMERCE • FY 2019/20 I. LOS GATOS VISITOR INFORMATION CENTER: $55,000 All services rendered as a part of this scope of services under the function of the Los Gatos Visitor Information Center shall be to the benefit and promotion of Town -wide stakeholders including businesses, residents, and visitors. 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 Visitor Information Center: Offer Los Gatos Visitor 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 business districts, 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, electronic notifications, email, 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 in May that accounts for services rendered under this agreement. Invoice the Town for payment of services as described in the attached agreement. EXHIBIT A Page 8 of 11 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. 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 facilities and transportation, and any mutually agreed upon speakers/presenters. Schedule and coordinate 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. Page 9 of 11 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, as needed. 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. Schedule and coordinate session presenters, excluding those listed in the Chamber's responsivities above. 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. Page 10 of 11 Compensation and Expenses for Leadership Los Gatos: Compensation: The Town will compensate the Chamber of Commerce $4,000 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: $2,000 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. All paid speakers are required to meet the Town's business license requirements. 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 $1,000 at year-end, following the submittal of the final program budget and supporting documentation (receipts) of expenditures. Page 11 of 11