Attachment 3 - AGR 20.132 - Los Gatos Chamber of CommercePage 1 of 6
AGREEMENT FOR SUBSIDY BY THE TOWN OF LOS GATOS TO
THE LOS GATOS CHAM BER OF COMMERCE FOR FISCAL YEAR 2020/2021
THIS AGREEMENT is made and entered into on July 1, 2020, 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 and Chamber have executed an Agreement since Fiscal Year
2001, and;
WHEREAS, Town appropriated funds in its Fiscal Year 2020/2021 Budget for
allocation of funds to Chamber for this Fiscal Year to support the Chamber financially to
provide visitor information and attraction services, and;
WHEREAS, Chamber warrants it possesses the distinct professional skills,
qualifications, experience, and resources necessary to perform visitor information and
attraction services, and;
WHEREAS, Chamber acknowledges Town has relied upon these warranties to
retain Chamber, and;
WHEREAS, Chamber represents and affirms that itis willing to perform the desired
work pursuant to this Agreement.
II.AGREEMENTS
1.1 Scope of Services. Chamber shall provide Visitor Information and Attraction Services in
appropriate formats including web, social media, print maps and via in person or phone
conversations that promote the Town of Los Gatos as a premier visitor’s destination. All
services rendered under this agreement shall promote all businesses located within
Town boundaries, regardless of their Chamber membership.
1.2 Term and Time of Performance. This contract will remain in effect from July 1, 2020, to
June 30, 2021.
1.3 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.
DocuSign Envelope ID: 4171335A-6F74-476C-A7E3-08D2E4DB1E30
ATTACHMENT 3
Page 2 of 6
1.4 Sole Responsibility. Chamber shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
1.5 Information/Report Handling. All documents furnished to Chamber by the Town and all
reports and supportive data prepared by the Chamber under this Agreement are the
Town’s 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 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 Compensation. Compensation for Consultant's professional services shall not exceed
55,000 for Town Visitor’s Information Center, inclusive of all costs.
1.7 Subsidy Allocation. Allocation of the subsidy funds shall be monthly by invoice.
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
1.8 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. Chamber
shall make these records available to authorized personnel of the Town at the Chamber’s
offices during business hours upon written request of the Town.
1.0 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.
2.10- 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
DocuSign Envelope ID: 4171335A-6F74-476C-A7E3-08D2E4DB1E30
Page 3 of 6
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.
1.11 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.
1.12 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.
1.13 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
2.1 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
DocuSign Envelope ID: 4171335A-6F74-476C-A7E3-08D2E4DB1E30
Page 4 of 6
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 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.
2.2 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.
2.3 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.
DocuSign Envelope ID: 4171335A-6F74-476C-A7E3-08D2E4DB1E30
Page 5 of 6
2.4 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
3.1 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.
3.2 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.
3.3 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.
3.4 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.
3.5 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.
3.6 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.
DocuSign Envelope ID: 4171335A-6F74-476C-A7E3-08D2E4DB1E30
Page 6 of 6
3.7 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.
3.8 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.
Recommended by:
Monica Renn, Economic Vitality Manager
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Los Gatos Chamber of Commerce by:
Executive Director
Approved as to Form:
Robert Schultz, Town Attorney
Attest:
Shelley Neis, Town Clerk
Agreement: Los Gatos Chamber Agreement for Subsidy FY20/21
DocuSign Envelope ID: 4171335A-6F74-476C-A7E3-08D2E4DB1E30
7/26/2020
7/28/2020
7/28/2020
7/29/2020