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Attachment 1 Chamber of Commerce – Civitas/PBID Page 1 of 6 GRANT AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AND THE LOS GATOS CHAMBER OF COMMERCE FOR PARTIAL FUNDING OF A CONSULTANT TO ASSIST WITH THE FORMATION OF A LOS GATOS PROPERTY BUSINESS IMPROVEMENT DISTRICT (LGPBID) THIS AGREEMENT is made and entered into this 5th day of March, 2019, by and between the TOWN OF LOS GATOS, a municipal corporation of the State of California (hereinafter TOWN), and LOS GATOS CHAMBER OF COMMERCE, a nonprofit corporation (hereinafter GRANTEE), collectively as the parties. WITNESSETH WHEREAS, the Town of Los Gatos is committed to creating opportunities for existing and new businesses to thrive throughout Los Gatos, and as a result have adopted a strategic priority to continue to support our downtown as one of the most charming and beautiful places around, through streamlining processes, policies, and ordinances; and WHEREAS, the Los Gatos Chamber of Commerce has created a Steering Committee to discuss the formation of a downtown Property-based Business Improvement District (LGPBID) to provide a funding resource to market, maintain, repair, beautify, and manage our downtown; and WHEREAS, the Los Gatos Chamber of Commerce has solicited a proposal from Civitas to assist the Chamber with Phase One formation of the proposed LGPBID that would include guiding an owner outreach program, preparing and manipulating customized maps and databases, and determining a district service plan and budget; and WHEREAS, Civitas has assisted with the formation and renewal of over 150 Business Improvement Districts and has successfully demonstrated the capability to guide a community through the Business Improvement District establishment process, from planning through implementation and will bring to Los Gatos the experience and expertise necessary to successfully guide the formation process; and WHEREAS, the Town agrees that funding to hire Civitas to work with the Chamber, the Town and Business Improvement District proponents to document community support and develop a management district plan is necessary; and WHEREAS, TOWN desires to enter into an agreement with the Los Gatos Chamber of Commerce for partial funding of an agreement between the Chamber and Civitas for Phase One formation of the proposed LGPBID that would include guiding an owner outreach program, preparing and manipulating customized maps and databases, and determining a district service plan and budget. ATTACHMENT 1 Chamber of Commerce – Civitas/PBID Page 2 of 6 NOW, THEREFORE, THE PARTIES agree, as follows: 1. TERM OF AGREEMENT The term shall commence upon the execution of this Agreement and shall terminate on June 30, 2020. 2. PROGRAM COORDINATION The Town Manager or his/her designee shall be the PROGRAM MANAGER and shall render overall supervision of the progress and performance of this Agreement by TOWN. GRANTEE shall assign a single PROGRAM DIRECTOR who shall have overall responsibility for the progress and execution of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROGRAM DIRECTOR, GRANTEE shall notify TOWN immediately of such occurrence in writing. PROGRAM DIRECTOR and GRANTEE staff will fully cooperate with TOWN'S PROGRAM MANAGER relating to the PROGRAM, areas of concern, and the impact of PROGRAM on residents of TOWN. 3. NOTICES All notices or other correspondence required or contemplated by this Agreement shall be sent to the parties at the following addresses: TOWN GRANTEE Town Manger’s Office Los Gatos Chamber of Commerce Town of Los Gatos Catherine Somers 110 E. Main Street 10 Station Way Los Gatos, CA 95030 Los Gatos, Ca 95030 4. OBLIGATIONS OF TOWN TOWN staff shall provide assistance to GRANTEE and participation at all LGPBID meetings in connection with the Agreement between the GRANTEE and Civitas that is attached hereto as Attachment “A” and shall assist with conformity of TOWN's policies and procedures and all TOWN codes, ordinances, directives and laws and provide performance review under the Agreement for compliance purposes and evaluating PROGRAM based on the Closing Report received from GRANTEE. Chamber of Commerce – Civitas/PBID Page 3 of 6 5. OBLIGATIONS OF GRANTEE GRANTEE shall deliver within 5 days of receiving the Grant Award Letter, the following to the TOWN: 1. Executed Grant Agreement with the Town. 2. Executed Agreement between the GRANTEE and Civitas (Attachment “A”). GRANTEE shall use the grant funds solely for payment to CIVITAS as specified in Attachment “A” and may not transfer the funds to any other use and shall submit the required Closing Report supplied by the TOWN in the Grant Award Letter no later than 30-days after the PROGRAM is complete. The Closing Report shall provide complete and accurate records of all financial transactions, including, but not limited to, Civitas invoices and cancelled checks, and/or other official documentation evidencing in proper detail the nature and propriety of all charges and submit copies of those records as attachments to the Closing Report to provide proof of the expenses. GRANTEE shall preserve and make available its records until the expiration of three years from the date of the submission of the Closing Report. GRANTEE shall provide the Town with any maps, parcel information, property type, support level, or similar characteristics prepared by Civitas as part of Phase One Step One as set forth in the Agreement in Attachment “A.” GRANTEE shall include Town Staff and Councilmembers in any Steering Committee meetings and meetings to reach out to property owners, stakeholders and civic leaders as part of Phase One Step Two as set forth the Agreement in Attachment “A”. GRANTEE shall provide the Town with the draft service plan and any revisions prepared by Civitas as part of Phase One Step Two as set forth the Agreement in Attachment “A”. 6. PAYMENTS TO GRANTEE TOWN agrees to make one payment to GRANTEE in the amount of twenty-two thousand dollars ($22,000) upon execution of this Grant Agreement with the Town and the Agreement between the GRANTEE and Civitas set forth as Attachment “A”. 7. ASSIGNABILITY AND INDEPENDENT CONTRACTOR STATUS The relationship of GRANTEE to the Town is that of an independent contractor. GRANTEE is responsible for the results of its services and compliance with the terms of this Agreement. GRANTEE has full rights to manage employees subject to the requirements of the law. All persons employed by GRANTEE in connection with this Agreement shall be employees of GRANTEE and not employees of the Town in any respect. GRANTEE shall be responsible for all employee benefits, including, but not limited to, statutory workers' compensation benefits. Chamber of Commerce – Civitas/PBID Page 4 of 6 None of the work or services of the PROGRAM shall be delegated or subcontracted to third parties without prior written Town approval. All subcontractors are deemed to be contractors of GRANTEE, and GRANTEE agrees to be responsible for their performance and any liabilities attached to their actions or omissions. This Agreement is based on the unique services of GRANTEE. This Agreement shall not be assigned or transferred without the written consent of the Town. No changes or variations of any kind are authorized without the written consent of the Town Manager. 8. COMPLIANCE WITH LAW GRANTEE shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state, and local laws, ordinances, codes, regulations, and decrees. Failure of GRANTEE to, in any manner, observe and adhere to law as described herein or as amended shall in no way relieve GRANTEE of responsibility to adhere to same and GRANTEE herein acknowledges this responsibility. GRANTEE represents and warrants to the Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required to practice its profession and to provide the services required hereunder, including all licenses necessary to use and or display any artistic works in the performance of the services required by this Agreement. GRANTEE represents and warrants to Town that GRANTEE shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required to provide its services, including all licenses necessary to use and or display any artistic works in the performance of the services required by this Agreement. 9. TERMS AND AMENDMENTS Amendments to the terms and conditions of this Agreement shall be requested in writing by the party desiring such revision, and any such adjustment to this Agreement shall be determined and effective only upon the mutual agreement in writing of the parties hereto unless the Amendments are made by the Town as corrective actions, in which case they will be adopted as ordered. 10. HOLD HARMLESS AND INDEMNIFICATION GRANTEE hereby assumes full responsibility for the acts and conduct of all persons at the Town Plaza during the Event and hereby releases and agrees to protect, defend, hold harmless, and indemnify the Town, its Town Council, its officers, employees and elected officials, boards and commissions, from and against all claims, injury, liability, loss, costs and expense, or damage, however same may be caused, including all cost and reasonable attorney’s fees in providing the defense to any claim arising therefrom, for any loss or damage to property (real and/ or personal) and for personal injury to or death of any person or persons arising out of, occurring by reason of, or in any way connected with GRANTEE's activities under this Agreement, or in consequence Chamber of Commerce – Civitas/PBID Page 5 of 6 thereof, except to the extent arising from the Town’s or its officers’, agents’, employees’ or representatives’ gross negligence, willful misconduct or criminal act. 11. INSURANCE REQUIREMENTS GRANTEE shall supply proof of General Liability (GL) insurance and Automobile Liability (AL) insurance from an insurance company licensed to do business in the state of California and having a financial rating in Best's Insurance Guide of not less than AA. Such insurance will provide "occurrence" coverage against liabilities for death, personal injury or property damage arising out of or in any way connected with the Event. Both the GL and AL insurance will be in the minimum amount of $1,000,000.00 combined single limit, and will name the Town and the Town officers, employees, agents, and registered volunteers as additional insured under the coverage afforded. Such insurance will be primary and noncontributing with respect to any other insurance available to the Town and will include a severability of interest (cross-liability) clause. 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. In addition to these policies, Service Provider 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, Service Provider shall ensure that all subcontractors employed by Service Provider provide the required Workers' Compensation insurance for their respective employees. A copy of the policy or a certificate of insurance along with an additional endorsement naming the Town as an Additional Insured must be filed in the Town Clerks Office at least ten (10) business days prior to the scheduled Event. The Additional Insured Endorsement, effective for ongoing and completed operations, must be approved in advance by the Town. 12. MISCELLANEOUS PROVISIONS This Agreement shall not be construed or deemed to be an Agreement for the benefit of any third party or parties, and no third party shall have any claim or right of action hereunder for any cause whatsoever. In case any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which shall remain in full force and effect. Chamber of Commerce – Civitas/PBID Page 6 of 6 Under no circumstances shall GRANTEE have the authority or power to pledge the credit of the Town or incur any obligation in the name of the Town. GRANTEE shall save and hold harmless the Town, its Town Council, its officers, employees and boards and commissions from expenses arising out of this Agreement. In any dispute over any aspect of this Agreement, the prevai ling party shall be entitled to reasonable attorney's fees, as well as reasonable costs. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first herein above set forth. TOWN OF LOS GATOS LOS GATOS CHAMBER OF COMMERCE __________________________ ____________________________________ Laurel Prevetti Date Catherine Somers Date Town Manager Executive Director APROVED AS TO FORM: ATTEST: __________________________ _________________________________ Robert Schultz Date Shelley Neis Date Town Attorney Town Clerk February 1, 2019 Catherine Somers Executive Director Los Gatos Chamber of Commerce 10 Station Way Los Gatos, CA 95030 Re: Proposed Los Gatos Property and Business Improvement District Formation Dear Catherine: I am excited to be working with you on this project for Los Gatos. I am pleased to present to you our revised proposal for services to form the Los Gatos Property and Business Improvement District (“LGPBID” or “District”). This proposal is divided into two phases to allow us to begin working on the outreach and consensus while requesting additional funding from the City. Civitas is California’s premier consultant in the formation and renewal of PBIDs. We will bring to Los Gatos the experience and expertise that will be necessary to successfully guide the PBID formation process. Civitas has served as consultant in the formation and renewal of over 150 improvement districts. We have been forming and renewing improvement districts since 1994. We will work closely with your staff, property owners, and local officials throughout the project. We will guide a formation process that will be promptly responsive to the needs and concerns of Los Gatos stakeholders. Thank you for the opportunity to submit this proposal. I look forward to working with you on this exciting project. Best Regards, Nichole Farley EXHIBIT A Index I. EXECUTIVE SUMMARY ...................................................................................................................................... 1 II. INTRODUCTION .................................................................................................................................................. 2 III. SCOPE OF SERVICES ......................................................................................................................................... 3 OVERVIEW ............................................................................................................................................................... 3 PHASE ONE: STEP ONE: PROJECT INITIATION ..................................................................................................... 4 PHASE ONE: STEP TWO: OWNER OUTREACH AND MEETINGS ............................................................................. 5 IV. SCHEDULE AND FEES ........................................................................................................................................ 6 PROJECT SCHEDULE ................................................................................................................................................ 6 FEES ........................................................................................................................................................................ 6 V. QUALIFICATIONS ............................................................................................................................................... 8 PARTIAL CLIENT LIST – PBID PROJECTS ................................................................................................................ 8 STAFF BIOGRAPHIES ................................................................................................................................................ 9 INDUSTRY CONTACTS ............................................................................................................................................ 11 VI. AGREEMENT ...................................................................................................................................................... 12 Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 1 I. Executive Summary Civitas proposes to assist Los Gatos Chamber of Commerce (“Chamber”) with formation of the proposed LGPBID. Civitas has assisted over 150 districts with formation and renewal, and will bring to Los Gatos the experience and expertise necessary to successfully guide the formation process. Our proposal for Phase One includes two (2) step to start the district formation process. Services provided by Civitas during this agreement will include guiding an owner outreach program, preparing and manipulating customized maps and databases, determining a district service plan and budget. Throughout the project, Civitas will work closely with Chamber staff and stakeholders. We anticipate completion of this project in four (4) months. If started in February 2019, the project could be completed by May 2019. If the project is completed within this period and the scope of services described herein, Civitas’ professional fees and expenses will not exceed $22,000. Civitas’ fees and costs do not include the cost of a professional engineer to prepare the required engineer’s report; however, we can recommend an engineer to prepare the report whose fees typically range from $4,000 - $6,000. An intercept survey may also be necessary; we can recommend firms to assist with the intercept survey. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 2 II. Introduction The bottom-line goal of the LGPBID is to increase business activity throughout the District. The proposed District will meet this goal by focusing efforts on improving the physical environment, recruiting new businesses to the area, and providing a unified voice to represent the needs of the area. The District will be formed under the Property and Business Improvement District Law of 1994 (“1994 Law”), the most powerful tool available for these purposes. The 1994 Law empowers private property owners to work with local government officials and establish higher levels of services. Those services are specifically tailored to the needs of the area, and dedicated solely to improving the business and physical environment of the District, benefitting property owners. Hundreds of property owners in commercial and industrial areas throughout the state have used the 1994 Law to create a stable funding source for much needed improvements and services. As with many commercial areas, there is a greater need for services in Los Gatos than can be provided with limited government funds. Without an investment from the private sector, property owners may find themselves at a competitive disadvantage to other areas. The proposed LGPBID can address this gap and provide owners and customers a well-managed, inviting atmosphere for conducting business. The Civitas team will work closely with Chamber staff, stakeholders, and City staff and officials throughout the project. This proposal is based on the understanding that the Chamber and stakeholders will provide time and assistance needed to facilitate the process, including scheduling meetings, obtaining owner information, and gathering signatures on petitions. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 3 III. Scope of Services Overview Two (2) steps are anticipated over four (4) months to begin the LGPBID formation. The two (2) project steps are described briefly below and in more detail on the following pages. Phase One: Step One: Project Initiation The structure needed to carry out the project will be created in this step. Civitas will work with the Chamber and property owners to identify their respective roles in the process. Civitas will also begin gathering database information in this step. Phase One: Step Two: Owner Outreach & Meetings Outreach efforts are undertaken in this step to connect with property owners and City officials to gain their support for the proposed District. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 4 Phase One: Step One: Project Initiation This step will clearly identify the roles of each party in the formation process and develop the infrastructure that will lead to successful LGPBID formation. 1.1 Develop Project Parameters Civitas will work with the Chamber and stakeholders to clarify project parameters. Assignments for Civitas, the Chamber, and stakeholders will be established. 1.2 Establish Leadership A steering committee including Chamber staff and key stakeholders will be formed. Civitas will work closely with the steering committee and provide the overall guidance needed to keep the project moving forward. The steering committee will eventually be responsible for conducting property owner outreach and leading the petition drive. 1.3 Database Development The foundation of the District formation process is a thorough and accurate database. Civitas will use GIS software and data to create and manipulate a complete database of District properties. The database will include variables like property owner name and mailing address and lot square footage. Civitas and the Engineer will continue work on the database throughout the project. 1.4 Boundary Map Civitas will use GIS software to create a map of the District boundaries and any benefit zones. The map will be made available online via a smartphone / tablet application and website, for easy access to parcel information. Customized maps will be made to display information throughout the process, which may demonstrate property type, support level, or similar characteristics. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 5 Phase One: Step Two: Owner Outreach and Meetings Civitas proposes holding a series of meetings to reach out to property owners, stakeholders and civic leaders. The meetings will assess service priorities and the support level for the proposed District. Clarification of the City’s participation in the District will also begin in this step. 2.1 Property Owner Meetings Civitas will make two (2) trips during this step to conduct a series of one-on-one and group meetings with stakeholders. Each meeting will aim to attract stakeholders representing the many segments of properties within the District. The meetings will identify priorities for specific services, and the willingness of owners to pay for those services. The steering committee and the Chamber will participate in the meetings. 2.2 Property Owner Survey Owner outreach may include mailed or online surveys to gauge owners’ interest in forming a district and identify their priorities for services. 2.3 Draft Service Plan and Assessment Scenarios Based on input from stakeholders, Civitas will prepare a draft service plan. The draft will be used at owner and steering committee meetings, and revised throughout the outreach process based on feedback received. The service plan will include boundaries, assessment rate, budget, and services. Civitas may present options for the assessment rate to the steering committee for review. The draft service plan will eventually become the basis of the Management District Plan. 2.4 Base Level of Services Negotiation Civitas will work with the City to clarify the base level of services the City will continue providing in the District. Civitas will provide a model base level of services agreement, offer negotiation strategies, and assist in adopting the agreement as necessary. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 6 IV. Schedule and Fees Project Schedule We estimate that the first phase of the project can be done in four (4) months. Based on starting the project in February 2019, we anticipate completion in May 2019. As you know, there are many unknown variables in a project of this nature. Although we would work diligently to form the District, factors outside of Civitas’ and the Chamber’s control could delay or thwart even the best-developed plans. Civitas will work to minimize these risks and complete the project at the earliest possible date. Fees Civitas’ fees for the scope of work in this proposal reflect the quality and experience of our professional team. In an effort to keep costs down, we assume the Chamber and the steering committee will assist in outreach efforts, including the identification of property owners beyond what is provided by the assessor’s office. Fees and expenses include two (2) trips to Los Gatos to meet with property owners and local officials and attend the City Council hearings. If more trips are needed, we would be happy to make additional trips for professional fees of $1,250 per trip, plus expenses. Professional Fees Our professional fees for the scope of work herein shall be $20,000. Civitas will bill a fixed monthly fee of $5,000 per month for four (4) months. Expenses Civitas will incur various costs and expenses in performing services in accordance with this proposal. The Chamber will be responsible for all costs and expenses in addition to the professional fees. Ordinary costs and expenses, including telephone charges, standard postage and standard photocopying will be billed at four percent (4%) of professional fees. Other costs and expenses, including mass mailings, bulk copying (over 100 pages), travel, and overnight shipping will be billed at Civitas’ actual cost. Costs are not expected to exceed $2,000. Billing Civitas will send the Chamber a monthly invoice for fees and costs incurred. A start-up fee of one month’s professional fees of $5,000, shall be due and payable upon execution of an agreement for services between Civitas and the Chamber. The amount of the start-up fee will be deducted from the final invoice. Each invoice will be payable within thirty days of its mailing date. Invoices will include the fixed professional fees and expenses incurred. The basis of calculation or other method of determination of other expenses will be clearly identified by item and amount. If the project is completed within the time frame and scope described herein, the total fees and expenses will not exceed $22,000. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 7 Cost Assumptions and Assignment Guidelines We have projected a specific amount of time for this project. It is assumed that the project will not exceed the budgeted time period. Civitas will do its utmost to ensure the project proceeds on time. If, however, circumstances beyond our control necessitate additional time beyond that which has been budgeted, we would continue billing professional fees of $5,000 per month for the project duration. Potential factors that would increase the scope of work and estimated costs given in this proposal include: additional public or private meetings not described herein, data challenges, local government delays, or lack of property owner or steering committee involvement in the project. When Civitas' services conclude, all unpaid charges will immediately become due and payable. The amount of professional fees set forth in this agreement are a fixed amount for completion of the project within a maximum four (4) month timeframe. The total amount of professional fees has been divided over the maximum four (4) month timeframe to determine the monthly billing amount. If the project is completed prior to the four (4) month timeframe, the remaining balance of professional fees will be due and payable within thirty (30) days of project completion. The pricing and scope outlined in this agreement will expire upon sixty (60) days post delivery of this proposal. Property Information and Databases The database for this project relies on information obtained from the City and County. Errors can and will occur in this database. While Civitas will do its utmost to correct any errors, it is acknowledged that owner data will always contain errors. Civitas recommends that the City continue pursuing data correction strategies during and after District formation. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 8 V. Qualifications Partial Client List – PBID Projects Canoga Park, Canoga Park, California Capitol Station District, Sacramento, California Central City East Association, Los Angeles, California Central Core Restoration Corporation, Vallejo, California Central Roseville Partnership, Roseville, California City of Concord, Concord, California City of Folsom, Folsom, California City of West Hollywood, Sunset Strip Business Owners Confederation of Downtown Associations, Los Angeles, California Downtown Las Vegas Partnership, Las Vegas, Nevada Downtown Long Beach Associates, Long Beach, California Downtown Los Angeles Property Owners Association (DPOA) Downtown Placerville Management District, Placerville, California Downtown Sacramento Partnership, Sacramento, California Downtown San Diego Partnership, San Diego, California Downtown Stockton Alliance, Stockton, California Figueroa Corridor Improvement Association, Los Angeles, California The Florin Road Partnership, Sacramento, California Fruitvale PBID, Oakland, California Fulton Avenue Improvement Association, Sacramento, California Georgetown Revitalization Committee, Georgetown, California Granada Hills Improvement Association, Granada Hills, California Midtown Business Association, Sacramento, California Old Pasadena Management District, Pasadena, California Riverside Downtown Partnership, Riverside, California San Diego BID Council, San Diego, California San Jose Downtown Association, San Jose, California Stockton Boulevard Partnership, Sacramento, California Studio City Improvement Association, Studio City, California Sunrise MarketPlace, Citrus Heights, California Tarzana Improvement Association, Tarzana, California Town of Loomis, Loomis, California Town of Truckee, Truckee, California Waikiki Improvement Association, Waikiki, Hawaii Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 9 Staff Biographies Nichole Farley, Account Manager Ms. Farley specializes in the development and execution of strategies with a strong focus on creating, maintaining, and growing B2B relationships. Nichole is working on a master’s degree in Communication with an emphasis in Travel and Tourism and International Communications at California State University, Fullerton and bachelor’s degree from California State University, Chico in Agriculture Business with a minor in Recreation Administration. Carson Lambeth, Project Manager Ms. Lambeth’s career has included over 17 years of experience with project and relationship management, human resources and recruiting. Ms. Lambeth specializes in consensus building and successful program implementation. Carson has also been involved with many non-profit organizations in the Sacramento community, including St. Hope, March of Dimes, Breakthrough and the Child Abuse Prevention Council. Carson earned a bachelor’s degree from UC Davis in Organizational Studies and a minor in Rhetoric and Communications. Rachael Taylor, Project Manager Ms. Taylor comes to us as the former Executive Director of a PBID in Oklahoma City, Oklahoma where she was integral to the 10-year renewal of that district. She is skilled in graphic design, marketing, and copywriting. With experience in managing a DMO and engaging with a wide range of property and business owners, she brings a lot of insight to the table with our clients. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 10 John Bilger, GIS & Database Specialist Mr. Bilger attended California State University, Sacramento, where he earned Bachelor’s degrees in history and geography. He graduated magna cum laude and was inducted into the Gamma Theta Upsilon geographic honors society. In geography, Mr. Bilger concentrated in geographic information systems (GIS). He specializes in cartographic design and communicating effectively through maps. Mr. Bilger utilizes his extensive knowledge in geographic technologies to create and maintain client databases, as well as producing customized maps for various projects. Nathan Hyde, Paralegal Mr. Hyde began his career in the legal field as an intern at Friends of the River while attending American River College. He earned an associate’s degree in legal assisting with highest honors. Mr. Hyde graduated Lincoln Law School of Sacramento in 2018 and is preparing to take the state bar exam. He specializes in legal research and legal document drafting and revision, with an emphasis on creating new districts in states that have yet to establish a process for district formation. John Lambeth, President Mr. Lambeth specializes in creation and operation of improvement districts. He is a special district attorney and was the primary author of the Property and Business Improvement District Law of 1994. He assisted with creation of the first property-based business improvement district in California. He is an expert in all aspects of improvement district formation, including outreach to property owners, plan developments, and petition and ballot campaigns. He formerly served as clerk to the Honorable Malcolm M. Lucas, Chief Justice of the California Supreme Court. Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 11 Industry Contacts Civitas has had the pleasure of working with many property-based improvement districts. The following individuals have extensive experience with PBIDs. Kathilynn Carpenter, Executive Director Sunrise MarketPlace (916)536-9267 Emily Baime-Michaels, Executive Director Midtown Business Association (916)442-1500 Michael Ault, Executive Director Downtown Sacramento Partnership (916)442-8575 Los Gatos PBID Formation Proposal: Phase One – February 1, 2019 12 VI. Agreement If you would like to agree to engage our services consistent with this proposal and the following terms, please sign below. A start-up fee of one month’s professional fees of $5,000, will be due and payable upon execution of this Agreement. Civitas will send the Chamber a monthly invoice for fees and costs incurred. Each invoice will be payable within thirty (30) days of its mailing date. Either the Chamber or Civitas shall have the right to terminate this agreement upon ten (10) days’ notice. When Civitas’ services conclude, all unpaid charges will immediately become due and payable, including the balance of any professional fees if the project is completed prior to the maximum four (4) month time frame. Nothing in this Agreement and nothing in statements by Civitas personnel to the Chamber will be construed as a promise or guarantee about the outcome of the matter. Civitas makes no such promises or guarantees. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them or an oral agreement only to the extent that the parties carry it out. The parties agree to accept the terms and conditions herein. Los Gatos Chamber of Commerce, by Date: Ms. Catherine Somers, Executive Director Civitas Advisors, by Date: February 1, 2019 Mr. John Lambeth, President & CEO