09 Music in the Park Agreement with Attachments
PREPARED BY: Monica Renn
Economic Vitality Manager
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director
110 E. Main Street Los Gatos, CA 95030 ● (408) 354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 02/18/2025 ITEM NO: 9
DATE: February 11, 2025
TO: Mayor and Town Council
FROM: Chris Constantin, Town Manager
SUBJECT: Authorize The Town Manager to Execute an Agreement with Sustainable
Waze to Continue to Produce, Manage, and Promote Los Gatos Music in The
Park Summer Concert Series through 2027 for $20,000 Annually, for a Total
Amount Not to Exceed $60,000
RECOMMENDATION:
Authorize the Town Manager to execute an agreement with Sustainable Waze to continue to
produce, manage, and promote Los Gatos Music in the Park summer concert series through
2027 for $20,000 annually, for a total amount not to exceed $60,000.
BACKGROUND:
Since 1988, Music in the Park (MIP) has been a free public summer concert series held on
Sunday evenings on the Los Gatos Civic Center lawn. Over the years, MIP has been managed by
multiple parties including the Town’s Arts and Culture Commission, Los Gatos Music and Arts
(2009-2015), Los Gatos Music in the Park (2016 and 2017), Town staff (2018 and 2019), and
most recently, Sustainable Waze (2022 to the present).
During December 2017, Town staff issued a Request for Proposals (RFP) for the production and
management of the 2018 Music in the Park Summer Concert series when the prior entity opted
to no longer produce the series. At the conclusion of the RFP deadline, no proposals were
received.
Given that no external parties stepped forward to manage MIP, the Town Council directed staff
to produce the 2018 summer concert series. At the conclusion of the 2018 MIP season, Council
directed staff to produce the 2019 MIP season with the understanding that the Town would
PAGE 2 OF 3 SUBJECT: Los Gatos Music in the Park Agreement DATE: February 11, 2025
seek outside production of the series going forward as continuing to internally produce,
manage, and promote the summer concert series was not feasible. During both years the Town
implemented the event, the workload on staff was extensive and the Town realized a net loss
on the event budget.
On January 31, 2020, the Town issued an RFP for a third-party vendor to coordinate and
execute the 2020 MIP season. On March 3, 2020, the Town Council considered the results of
the RFP, and approved staff’s recommendation to work with Sustainable Waze, the Town’s
current MIP organizer. As a part of the approval, the Town Council also approved the
organizer’s request for $20,000 in sponsorship dollars, along with several in-kind staff services
and subsidized permit fees to support the concert series.
Due to the COVID-19 Pandemic and the community health and safety provisions in place at the
time, both the 2020 and 2021 MIP Concert Series were postponed. In the FY 2022/23 budget,
the Town Council again allocated the $20,000 sponsorship, and in-kind services and permit fees
to support MIP, thus the series returned in the summer of 2022 with Sustainable Waze working
as the event Organizer.
On February 7, 2023, staff returned to reconfirm the Town Councils desire to continue to
contract with Sustainable Waze as the organizer of Los Gatos Music in the Park, with options to
extend the services through 2025 (Attachment 1).
DISCUSSION:
Sustainable Waze continues to successfully partner with the Town on the event, thus staff
recommends that the Town execute a three-year agreement with this organizer to continue to
produce, manage, and promote this beloved annual community event. The longevity of this
agreement, versus an annual agreement, allows for the organizer to plan further in advance for
each summer concert series and create synergistic connections between each summer.
While the current agreement allowed for the services to extend into 2025 if mutually agreed
upon between the Town and Sustainable Waze, the termination of the agreement was
September 30, 2024, thus has to return for Town Council approval for the extension.
Attachment 2 provides a draft of an updated agreement between the Town and Sustainable
Waze. The language of the agreement has been refreshed to reflect a contract for services
through 2027, that includes the production, management, and promotion of Los Gatos Music in
the Park, rather than a payment as sponsorship. In addition, language has been added to
protect the use of the name and logo affiliated Los Gatos Music in the Park, such that it may
only be used under the terms of this agreement. This has not been a concern with the current
organizer, although was with a past organizer.
PAGE 3 OF 3 SUBJECT: Los Gatos Music in the Park Agreement DATE: February 11, 2025
Following the completion of the terms of the proposed draft agreement in the fall of 2027, staff
will return to the Town Council for a discussion on next steps for options to continue MIP,
should that be the desire of the Town Council.
CONCLUSION:
Authorize the Town Manager to execute an agreement with Sustainable Waze to continue to
produce, manage, and promote the Town’s Music in the Park (MIP) summer concert series
through 2027.
ALTERNATIVES:
Alternatively, the Town Council may choose to execute an agreement with Sustainable Waze
through 2025 and direct staff to issue an RFP for subsequent years, or direct staff to return to
the Town Council for a discussion to evaluate the continuation of the Summer Concert Series
beyond 2025.
FISCAL IMPACT:
The first payment of $10,000 for the 2025 Summer Concert Series has been previously allocated
in the FY 2024/25 Town Budget. An additional $20,000 will need to be allocated annually. The
cost of the agreement totals $60,000 through FY 2027/28.
ENVIRONMENTAL ASSESSMENT:
This is not a project defined under CEQA, and no further action is required.
Attachments:
1. Previously Executed Agreement with Sustainable Waze for the Production of MIP
2. Draft Agreement with Sustainable Waze for the Production, Management, and Promotion
of MIP through 2027.
DocuSign Envelope ID: E2775717-A934-4EB7-8A9F-59954A317089
AGREEMENT BY AND BElWEEN THE TOWN OF LOS GATOS AND SUSTAINABLE WAZ.E FOR
SPONSORSHIP OF THE LOS GATOS MUSIC IN THE PARK SUMMER CONCERT SERIES
THIS AGREEMENT is made and entered into on February 29, 2024 by and between TOWN OF
LOS GATOS, a California municipal corporation, ("Town") and SUSTAINABLE WAZE, a Non-
Profit Corporation ("Contractor''), whose address is 124 A Edelen Avenue, Los Gatos,
California. This Agreement is made with reference to the following facts.
I. RECITALS
WHEREAS, on March 3, 2020, the Town Council selected Sustainable Waze to produce,
manage, and promote the Music in the Park Summer Music Concert Series; and
WHEREAS, on February 7, 2023, the Town Council reconfirmed their selection of
Sustainable Waze to produce, manage, and promote the Music in the Park Summer Music
Concert Series; and
WHEREAS, Town has agreed to purchase the naming rights and sponsor Music in the
Park for the amount not to exceed $20,000 annually for the event name: "Los Gatos
Music in the Park" with no additional sponsor name in the title; and,
WHEREAS, Town appropriated funds in its Fiscal Year 2023/2024 Budget for
allocation of funds; and
WHEREAS, the Town has agreed to provide additional support in the form of in-kind
services and the relief of Town fees to support for the following items, as resources and
scheduling is available: installation, usage and removal of the Town owned stage,
installation and removal of Music in the Park banner at the Civic Center, special event
permit, banner permit, park use, chamber lobby use, and no parking sign fees, and two Los
Gatos-Monte Sereno Police Officers at each concert as resources are deemed necessary
and available, as directed by the Chief of Police or his or her designee.
1.1 Contractor represents and agrees that it is willing to comply with the terms of this
Agreement.
II. AGREEMENTS
2.1 Term of Agreement. The term shall commence upon the execution of this
Agreement and shall terminate on September 30, 2024; with one option to renew
for an additional year if mutually agreed upon between the Town and Contractor.
2.2 Termination of Agreement. The Town and Contractor shall have the right to terminate this
Agreement with or without cause by giving not less than 90 days' written notice of
termination. In the event of termination, Contractor shall deliver to Town all plans, files,
ATTACHMENT 1
DocuSign Envelope ID: E2775717-A934-4EB7-8A9F-59954A317089
documents, reports, performed to date by the Contractor. In the event of such
termination, Town shall pay Contractor 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.
2.3. Sco pe of Agreement. In exchange for a $20,000 sponsorship fee and in-kind
services from the Town and relief of specific Town fees associated with Music in
the Park, Contractor will provide the Summer Music Concert Series, as described
in Exhibit A.
2.4 Special Event Permit. As part of the terms of the original Request for Proposal (RFP},
Contractor is required to apply for, and follow the special event permit application
process. As such, all conditions, including the scope of work, use of premises,
timelines, requirements, and Town commitments will be included in the special
event permit conditional letter of approval.
2.5 In-Kind Services. the Town has agreed to provide in-kind services an d the relief of
Town fees to support for the following items, as resources and scheduling is available:
installation, usage and removal of the Town owned stage, installation and removal of
Music in the Park banner at the Civic Center, special event permit, temporary banner
permit, park use, Town staff attendant for Council Chamber Lobby, Council Chamber
Lobby use, and no parking sign fees, and two Los Gatos-Monte Sereno Police Officers
at each concert as resources are deemed necessary and available, as directed by the
Chief of Police or his or her designee.
2.6 Terms of Sponsorship.
2.6.a. The Town shall remain the sole naming rights sponsor for Music in the Park
to remain "Los Gatos Music in the Park" with no additional sponsor name in the
title.
2.6.b.The Town will be recognized as a Premier Sponsor in all print, web, and
social media marketing, including large logo on main sign located behind main
stage.
2.6.c. The Town shall have a sponsor tent at all concerts in premier location on the
Civic Center Lawn.
2.6.d.Large feather banners, exclusively with the Town logo prominently displayed at
each concert.
DocuSign Envelope ID: E2775717-A934-4EB7-8A9F--59954A317089
2. 7 Compensation. Compensation for naming rights sponsorship shall not exceed
$20,000 annually.
An initial payment of $10,000 shall be made prior to the first concert. A second
payment of up to $10,000 shall be made at the conclusion of the concert series.
2.8 Billing. Contractor must provide the Town with a detailed invoice in order
for payment to be made. All invoices and statements to the Town shall be
addressed as follows:
Email to: Jertell@losgatosca.gov
Or, Mail to: Town of Los Gatos
Attn: Jessica Ertell
110 E. Main Street
Los Gatos, CA 95030
2.9 Use of Funds. Contractor shall not use any monies received under this Agreement for
anything other than items related to the direct marketing or production of the
Music in the Park summer concert series.
Ill. INSURANCE AND INDEMNIFICATION
3.1. Indemnification. The Contractor shall save, keep, hold harmless and indemnify and
defend the Town its elected and appointed officials, employees, and agents, 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 Contractor, or any of the Contractor's officers,
employees, or agents or any subconsultant.
3.2. Minimum Scope of Insurance:
i. Contractor 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: two million dollars ($2,000,000) combined single limit per
occurrence for bodily injury, personal injury and property damage.
ii. Contractor 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. Contractor shall provide to the Town all certificates of insurance, with original
endorsements effecting coverage. Consultant agrees that all certificates and
DocuSign Envelope ID: E2775717-A934-4EB7-8A9F-59954A317089
endorsements are to be received and approved by the Town before work
commences.
General liability:
i. The Town, its elected and appointed officials, employees and agents, are to be
covered as insured as respects: liability arising out of activities performed by or
on behalf of the Contractor; products and completed operations of Contractor,
premises owned or used by the Contractor.
ii. The Contractor's insurance coverage shall be primary insurance as respects the
Town, its elected and appointed officials, employees, and agents. Any insurance
or self-insurances maintained by the Town, its elected and appointed officials,
employees, or agents, shall be excess of the Contractor'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 elected and appointed officials, employees,
or agents.
iv. The Contractor'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.
3.3 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.
3.4 Workers' Compensation. In addition to these policies, Contractor 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, Contractor shall ensure that all subcontractors employed by
Contractor provide the required Workers' Compensation insurance for their respective
employees.
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.
DocuSign Envelope ID: E2775717-A934-4EB7-8A9F-59954A317089
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. Entire Agreement. This Agreement constitutes the complete and exclusive statement
of the Agreement between the Town and Contractor. 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 Contractor have executed this Agreement.
Town of Los Gatos by:
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Laurel Prevetti, Town Manager
Approved as to Form:
EF~f3BA5531428-. Gabriele Whelan, Town Attorney
Attest:
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Wendy Wood, CMC, Town Clerk
Contractor, by:
DocuSigned by:
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AGREEMENT - MUSIC IN THE PARK ATTACHMENT 2
AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AND SUSTAINABLE WAZE FOR THE
PRODUCTION, MANAGEMENT, AND PROMOTION OF THE LOS GATOS MUSIC IN THE PARK
SUMMER CONCERT SERIES
THIS AGREEMENT is made and entered into on February 18, 2025 by and between TOWN OF
LOS GATOS, a California municipal corporation, ("Town") and SUSTAINABLE WAZE, a Non-
Profit Corporation – CA – Public Benefit, whose address is 104 A Edelen Avenue, Los Gatos,
California. This Agreement is made with reference to the following facts.
I. RECITALS
WHEREAS, on March 3, 2020, the Town Council selected Sustainable Waze to produce,
manage, and promote the Music in the Park Summer Concert Series, however the event was
cancelled due to the COVID-19 Pandemic; and
WHEREAS, on February 7, 2023, the Town Council reconfirmed their selection of
Sustainable Waze to produce, manage, and promote the Music in the Park Summer Concert
Series with options to renew the agreement for two additional years, through 2025; and
WHEREAS, on February 18, 2025, the Town Council extended the contract through the
2027 Music in the Park Summer Concert Series given the terms of this agreement are met
annually.
1.1 Sustainable Waze represents and affirms that it is willing to comply with the terms
pursuant to this Agreement.
II. AGREEMENTS
2.1 Term of Agreement. The term shall commence upon the execution of this Agreement
and shall terminate on September 30, 2027. The Town and Sustainable Waze 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
Sustainable Waze shall deliver to the Town all plans, files, documents, reports,
performed to date by the Sustainable Waze. In the event of such termination, Town
shall pay Service Provider 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.
2.2 Scope of Agreement. This agreement pertains to the Town’s payment of $20,000 per
annual Music in the Park Summer Concert Series, in-kind services, and the relief of
specific Town fees associated with Music in the Park as outlined in this Agreement
and approved by Town Council at the February 18, 2025 Town Council Meeting; and,
AGREEMENT - MUSIC IN THE PARK ATTACHMENT 2
2.3 Sustainable Waze shall successfully deliver a local, family-friendly Summer Concert
Series primarily focused on attracting Los Gatos residents and close neighbors, and agrees
to provide the following services:
a) Plan, organize, produce, manage, and fund the Music in the Park Summer Concert
series; and
b) Provide a positive, high-quality, social experience through music for families and
community members; and,
c) Program each annual summer concert series to include a minimum if six and
maximum of eight weekly concerts, on Sunday evenings from 5:00 p.m. to 7:00 p.m.
located at the Los Gatos Civic Center Lawn, throughout July and August (dates,
times, and location may be adjusted if mutually agreed upon in writing by the Town
and Sustainable Waze); and,
d) Audition, book, contract with, pay, and oversee the performers that include a variety
of music genres, performed by local or regional acts that will appeal to a large,
diverse audience; and,
e) Provide a professional sound system and sound engineer on site for the duration of
the concert that provides appropriate music sound levels; and,
f) Provide an adequate number of staff and volunteers to run the concerts and clean
after the concerts; and,
g) Maintain a clean, safe, and attractive environment for the concerts, and,
h) Apply for a Town special event permit and abide by the Conditions of Approval
provided by Town staff through the Special Event Permit process.
2.4 Funding and in-kind services. Town agrees to provide $20,000 in funding to Sustainable
Waze per annual concert season for its successful implementation of Los Gatos Music in
the Park, in addition to the following in-kind services and fee relief, as resources and
scheduling are available: installation, usage, and removal of the Town owned stage,
installation and removal of Music in the Park banner at the Civic Center, special event
permit fees, banner permit fees, park use fees, Chamber Lobby use and fees, no parking
sign fees, design assistance and approval of banners and marketing collateral, Los Gatos-
Monte Sereno Police Officers at each concert as resources are deemed necessary and
available, as directed by the Chief of Police or his or her designee, and Parks and Public
Works staff at each concert as deemed necessary and available by the Parks and Public
Works Director or his or her designee.
AGREEMENT - MUSIC IN THE PARK ATTACHMENT 2
2.5 Special Event Permit. Sustainable Waze shall complete the Town’s required special
event permit process prior to each concert season by submitting a completed Town of
Los Gatos Special Event Permit application to Town staff which shall include scope of work,
use of premises, concert dates, timelines, and related event logistics for the
corresponding concert season. In response, Town staff will provide conditions of
approval that must be met by Sustainable Waze prior to the concert series inclusive
of Town resources that will be provided to support the event. Town Staff reserves
the right to modify the conditions of approval as the concert series progresses
through each summer. The Town reserves the right to deny specific event elements
that do not meet the intent of creating a community event that is welcoming and
family friendly.
2.6 Terms of use of the name “Los Gatos Music in the Park” The Town retains all naming
rights for the Los Gatos Music in the Park Summer Concert Series, and it shall be
named “Los Gatos Music in the Park” with no additional name in the title; and
2.7 The “Los Gatos Music in the Park” name and logo may be used by Sustainable Waze only
during the time of this Agreement and only as the promotion directly relates to the “Los
Gatos Music in the Park Summer Concert Series;” and,
2.8 The Town staff shall assist with the creation and design of the official Los Gatos Music in
the Park Banner and related marketing materials used to promote the concert series in
print and social media; and,
2.9 The Town will be recognized as a premier event partner in all print, web, social media and
related marketing, including a large logo on the Main Stage Banner, located behind main
stage; and,
2.10 The Town shall be provided with marketing, banners, on-site tent area, and other
benefits similar to those extended to top-level event sponsors.
2.11 Compensation. The Town’s direct monetary compensation shall not exceed $20,000
annually, or $60,000 for the duration of this agreement, with the initial annual
payment of $10,000 made after the Special Event Permit Application process has
been completed, and prior to first concert of the summer series. An additional
payment of $10,000 shall be made annually at the conclusion of a given year’s concert
series with documentation indicating that the terms of this agreement have been met
2.12 Billing. Sustainable Waze must provide the Town with a detailed invoice in order for
payment to be made. All invoices and statements to the Town shall be addressed as
follows:
Email to: AP@losgatosca.gov
Or, Mail to: Town of Los Gatos
AGREEMENT - MUSIC IN THE PARK ATTACHMENT 2
Attn: Accounts Payable,
110 E. Main Street
Los Gatos, CA 95030
2.13 Use of Funds. Sustainable Waze shall not use any monies received under this
agreement for anything other than items related to the direct marketing or
production of the Los Gatos Music in the Park summer concert series.
III. 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 Entire Agreement. This Agreement constitutes the complete and exclusive statement
of the Agreement between the Town and Sustainable Waze. 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 Sustainable Waze have executed this Agreement.
Town of Los Gatos by: Service Provider, by:
Chris Constantin, Town Manager Neal Turley, Founder, Sustainable Waze
Approved as to Form:
Gabrielle Whelan, Town Attorney