Attachment 1 - Draft ARC Agreement
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ATTACHMENT 1
PURCHASE AND SERVICE AGREEMENT
THIS AGREEMENT is dated for identification this 7th day of September 2021 and is made by and
between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and ARC Document
Solutions, LLC (“Supplier”), whose principal address is 1981 N. Broadway, Suite 385, Walnut Creek,
CA 94596. This Agreement is made with reference to the following facts.
I. RECITALS
1.1 Town sought proposals in 2016 for the initial purchase and installation described in this
Agreement, and Supplier was found to be the lowest responsible supplier for this purchase.
1.2 Supplier represents that it is a qualified and competent supplier of the items to be purchased
under this Agreement.
1.3 The Town desires to engage Supplier to produce panels that will display artwork
transferred from digital images onto 41”x44” adhesive back vinyl, with a UV protection
and graffiti/vandal proof coating. The Supplier shall then install the adhesive panels in the
location to the satisfaction of the Town Manager' s Office no later than October 31, 2021.
1.4 The Supplier represents and affirms that it is qualified and willing to perform the desired
work pursuant to this Agreement.
II. AGREEMENTS
2.1 Supplies and Terms. Supplier hereby agrees to deliver to Town at the Forbes Mill Footbridge
as per the items and materials described in Exhibits A and B, which is attached hereto and
incorporated by reference. The terms and conditions are as follows:
(1) Price. Town shall pay Supplier the amounts defined in Exhibit C, which include sales
tax and delivery charges. Payment shall be net 30 days from delivery.
(2) Installation. The installation of the items and materials shall be no later than October
31, 2021. Installation shall be made between 8:00 a.m. and 5:00 p.m. on weekdays
that are not Town holidays or furlough days. The Supplier is responsible for
identifying and installation date and time convenient and agreeable to the Town
manager’s Office.
2.2 Time of the Essence. Prompt delivery of the items and materials is essential to this
Agreement.
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2.3 Scope of Services. Supplier shall provide services as described in that certain Scope of Work
in Exhibits A and B and that certain Proposal sent to the Town on August 6, 2021 which are
hereby incorporated by reference and attached as Exhibit C.
2.4 Time of Performance. Notwithstanding Section 2.1(2), this agreement will remain in effect
until December 31, 2022.
2.5 Compliance with Laws. The Supplier shall comply with all applicable laws, codes, ordinances,
and regulations of governing federal, state and local laws. Supplier represents and warrants
to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature
which are legally required for Supplier to practice its profession. Supplier shall maintain a
Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los
Gatos.
2.6 Sole Responsibility. Supplier shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.7 Information/Report Handling. All documents furnished to Supplier by the Town and all
reports and supportive data prepared by the Supplier under this Agreement are the Town’s
property and shall be delivered to the Town upon the completion of Supplier's services or
at the Town's written request. All reports, information, data, and exhibits prepared or
assembled by Supplier in connection with the performance of its services pursuant to this
Agreement are confidential until released by the Town to the public, and the Supplier shall
not make any of the these documents or information available to any individual or
organization not employed by the Supplier or the Town without the written consent of the
Town before such release. The Town acknowledges that the reports to be prepared by the
Supplier pursuant to this Agreement are for the purpose of evaluating a defined project, and
Town's use of the information contained in the reports prepared by the Supplier in
connection with other projects shall be solely at Town's risk, unless Supplier expressly
consents to such use in writing. Town further agrees that it will not appropriate any
methodology or technique of Supplier which is and has been confirmed in writing by
Supplier to be a trade secret of Supplier.
2.8 Compensation. Compensation for the supplies and materials delivered and for supplier's
professional services shall not exceed $17,130.65 inclusive of all costs. Payment shall be
based upon Town approval of each task.
2.9 Billing. Billing shall be by invoice within thirty (30) days of the rendering of the services and
shall be accompanied by a detailed explanation of the work performed by whom at what
rate and on what date. Also, plans, specifications, documents or other pertinent materials
shall be submitted for Town review, even if only in partial or draft form.
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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
2.10 Availability of Records. Supplier shall maintain the records supporting this billing for not less
than three years following completion of the work under this Agreement. Supplier shall
make these records available to authorized personnel of the Town at the Supplier's offices
during business hours upon written request of the Town.
2.11 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Supplier. No portion of these services shall be assigned or
subcontracted without the written consent of the Town.
2.12 Independent Contractor. It is understood that the Supplier, 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 Supplier 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. Supplier agrees to testify in any litigation brought
regarding the subject of the work to be performed under this Agreement. Supplier 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
Supplier or is based on allegations of Supplier's negligent performance or wrongdoing.
2.13 Conflict of Interest. Supplier understands that its professional responsibilities are solely to
the Town. The Supplier has and shall not obtain any holding or interest within the Town of
Los Gatos. Supplier 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, Supplier 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.
Supplier 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, Supplier discovers it has employed a person with a direct or
indirect interest that would conflict with its performance of this Agreement, Supplier shall
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promptly notify Town of this employment relationship, and shall, at the Town's sole
discretion, sever any such employment relationship.
2.14 Equal Employment Opportunity. Supplier warrants that it is an equal opportunity employer
and shall comply with applicable regulations governing equal employment opportunity.
Neither Supplier nor its subcontractors do and neither 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. Supplier 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. Supplier 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. Supplier shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage. Supplier agrees that all certificates and
endorsements are to be received and approved by the Town before work
commences.
iv. Supplier 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 Supplier 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 Supplier; products and completed operations of Supplier,
premises owned or used by the Supplier. This requirement does not apply to
the professional liability insurance required for professional errors and
omissions.
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ii. The Supplier'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
volunteers shall be excess of the Supplier'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 Supplier'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 Administrator.
3.3 Workers’ Compensation. In addition to these policies, Supplier 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,
Supplier shall ensure that all subcontractors employed by Supplier provide the required
Workers' Compensation insurance for their respective employees.
3.4 Indemnification. The Supplier 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 Supplier, or
any of the Supplier's officers, employees, or agents or any sub-contractor.
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 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
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4.3 Warranty. Supplier shall remedy any defects due to faulty materials and/or workmanship
and pay for any damages to other work and/or existing facilities resulting therefrom which
shall appear within a period of one year from the date of recording of final acceptance.
4.4 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.
4.5 Termination of Agreement. The Town and the Supplier 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 Supplier shall deliver to the Town all supplies
and services scheduled to be delivered to Town within that fifteen (15) day period.
4.6 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Supplier.
4.7 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.
4.8 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
ARC Document Solutions, LLC
Prizcyla Chan, Account Executive
821 Martin Avenue
Santa Clara, CA 95050
OR personally delivered to Supplier to such address or such other address as Supplier
designates in writing to Town.
4.10 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.
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4.11 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Supplier. 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 Supplier have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Arn Andrews, Assistant Town Manager
ARC Document Solutions, LLC by:
By:
Title
Approved as to Form:
Robert Schultz, Town Attorney
Attest:
Shelley Neis, MMC, CPMC, Town Clerk
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EXHIBIT A
Scope of Work – Art Panel Production/Installation
Digital photos taken of the artwork will need to be transferred onto a semi-permanent vinyl decal
that is for outdoor use with a UV protection and graffiti/vandal proof coating. It is the Town’s
preference for the panels to have up to a 5-year lifespan. The panels will be 41” x 44” and applied
directly to the bridge in an area to be designated by the Town Manager’s Office. Only a portion of
the bridge’s current artwork will be replaced within the scope of this project. Therefore, the
vendor shall be responsible to coordinate with the Town on identifying which panels are to be
replaced at this time.
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EXHIBIT B
Summary of Scope of Work
• Production transfer of 82 digital photos of artwork
• 41” x 44” semi-permanent vinyl decal panels for outdoor use with UV protection and
graffiti/vandal proof coating
• 5-year life span
• Panel installation