Attachment 1ATTACHMENT 1
AGREEMENT FOR SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS
AND THE TOWN OF LOS GATOS CHAMBER OF COMMERCE, FISCAL YEAR 2017/18
THIS AGREEMENT is made and entered into on May 2, 2017 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 2017/2018 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, 2017, and June 30, 2018, 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 Los Gatos Visitor
Information Center and Leadership Los Gatos with the Town of Los Gatos Chamber of
Commerce.
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. Chamber
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-
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, 2017, to
June 30, 2018. Chamber shall perform the services described in this agreement as follows:
provide Town Visitor Information Center Services and Coordination of the Town’s
Leadership Los Gatos program as outlined in Exhibit A.
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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 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 the 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 Chamber's professional services shall not exceed $50,000,
for Los Gatos Visitor Information Center and Leadership Los Gatos, inclusive of all costs of
materials, supplies, and labor.
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:
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. 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.
2.9 Bi-Annual Report. Chamber shall provide bi-annual reports in December and May
accounting of expenditures of the funds covered by this agreement.
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.
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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 its professional responsibilities 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 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 for 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
opportunity. Neither Chamber 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:
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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. Chamber 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 Chamber 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
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
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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 subcontractor.
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 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:
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Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
LOS GATOS CHAMBER OF COMMERCE
Attn: Executive Director or Designee
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
Chamber, by:
Title
Approved as to Form:
Robert Schultz, Town Attorney