Attachment 1AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is dated for identification this `h day of May,
2015 and amends that certain agreement for the FUNDING AND ADMINISTRATION OF THE
MUSIC IN THE PARK PROGRAM dated January 16, 2009, made by and between the Town of
Los Gatos, ( "Town, ") and the Los Gatos Music & Arts, a California nonprofit corporation
(hereinafter "LGM &A ").
RECITALS
A. Town and Consultant entered into an AGREEMENT FOR THE FUNDING AND
ADMINSTRATION OF THE MUSIC IN THE PARK PROGRAM on January l6, 2009,
( "Agreement'), a copy of which is attached hereto and incorporated by reference as
Attachment I to this Amendment.
AMENDMENT
I . Town is amending the agreement to extend the term of agreement to commence upon the
execution of this Agreement and issuance of a Town purchase order and shall terminate
on September 30, 2015. An amendment to this Agreement may be made to renew this
term, pursuant to Section X, Terms and Amendments; such amendment must be signed
by May 29, 2015.
2. Town is amending Section III, Program Coordination of the agreement to read: The
Town Manager or his /her designee, shall be the Contract Manager and shall render
overall supervision of the progress and performance of this Agreement by the Town.
Town is amending Section IV, Reporting; LGM &A shall submit one annual report to the
Town for the current term of this agreement. This report shall be due on October 30,
2015, or the first working day thereafter. They shall include a completed Quarterly
Report Form (Exhibit "C ") and any relevant supporting documents shall be attached. No
compensation shall be made under Section VI, Compensation, unless these reports are
submitted in a complete and timely manner.
4. Town is amending Exhibit A, 7c Logistical Responsibilities to read: LGM &A must work
with the Town to determine the locations of the porta- potties and recycling/trash
containers and for the amount of time these facilities may remain on Town property.
5. Town is amending Exhibit B, 2 Town responsibilities to read: Hang banners advertising
the MIP concert series, if and where banners are permitted, to be approved by the
Contract Manager, at the Civic Center.
6. All other terns and conditions of the Agreement remain in full force and effect.
ATTACHMENT
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos
LOS GATOS MUSIC & ARTS
By: By:
Les White, Town Manager Teri Hope, President
Department Approval:
Christina Gilmore
Assistant to the Town Manager
Approved as to Form:
Robert Schultz, Town Attorney
CLERKDEPARTIAE T
AGRLJ _
IHH a_..e —
AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AN&bO_ S GA1QS_ - -_w-
MUSIC & ARTS CONCERNING THE FUNDING AND ADMINSTRAITJQN OF THE
MUSIC IN THE PARK PROGRAM FOR FISCAL YEARS 2011 TH%R1Wt91 202014
THIS Agreement is made and entered into this jto day of _N C V V. 2009, by and
between the Town of Los Gatos, a municipal corporation of the State of California (hereinafter
"Town "), and Los Gatos Music & Arts, a California nonprofit corporation (hereinafter
"LGM &A').
WITNESSETH
WHEREAS, the Town has coordinated "Music in the Park," a free summer concert series
that has enriched the community and added vitality to the downtown area, since 1988; and
WHEREAS, the outstanding success of the Music in the Park program has placed an
increasing administrative responsibility on the Town and its volunteers; and
WHEREAS, Los Gatos Music & Arts is a local nonprofit agency that has shown its
ability to coordinate similar concert series programs, specifically the annual "Jazz on the Plazz"
program; and
WHEREAS, the Town wishes to contract with LGM &A to administer the Music in the
Park program subject to the following terms and conditions.
NOW, THEREFORE, THE PARTIES AGREE, as follows:
I. TERM OF AGREEMENT
The term shall commence upon the execution of this Agreement and issuance of a Town
purchase order and shall terminate on September 30, 2014. An amendment to this Agreement
may be made to renew its term, pursuant to Section X, Terms and Amendments; such
amendment must be signed by January 30, 2014.
II. SCOPE OF SERVICES
A. LGM &A shall provide the services listed in Exhibit "A," Scope of Services.
B. Town shall provide the services listed in Exhibit `B," Town Responsibilities.
III. PROGRAM COORDINATION
A. TOWN: The Director of Community Services or his/her designee, shall be the Contract
Manager and shall render overall supervision of the progress and performance of this
Agreement by the Town.
B. LGM &A: The Chairperson of LGM &A, or a designated LGM &A Board officer, shall be
the Program Director for LGM &A, and shall have overall responsibility for the progress and
execution of this Agreement on its behalf. Should circumstances or conditions subsequent to
the execution of this Agreement require a substitute Program Director, the Town shall be
notified immediately of such occurrence in writing.
EXHIBIT A
C. NOTICES: All notices or other correspondence required or contemplated by this
Agreement shall be sent to the parties at the following addresses:
TOWN:
Community Services Director
Town of Los Gatos
208 E. Main Street
Los Gatos, CA 95030
LGM &A:
President and Chairperson
Los Gatos Music & Arts
101 W. Main Street
Los Gatos, CA 95030
IV. REPORTIN G
A. LGM &A shall submit quarterly reports to the Town each year during the term of this
Agreement. These quarterly reports shall be due each January 1, April 1, July 1, and October
1, or the first working day thereafter. They shall include a completed Quarterly Report Form
(Exhibit "C ") and any relevant supporting documents shall be attached.
B. No compensation shall be made under Section VI, Compensation, unless these reports are
submitted in a complete and timely manner.
V. DEFAULT, CURE AND TERMINATION
A. LGM &A shall be deemed to be in default of its obligations under this Agreement if the
Contract Manager determines that LGM &A is providing services below the established
minimum standard of service required in Exhibit "A," said determination being based on the
quarterly reports provided by LGM &A under Section IV, Reporting. In this event, LGM &A
shall be notified in writing and provided the opportunity to cure the default by providing the
Town with a plan for improvement of services required of LGM &A by this Agreement
provided hereunder within ten (10) business days of receipt of written notice of the Town's
determination of a default. Said plan shall address each and every service issue referred to in
the Town's notice, providing the method for improvement, an explanation, as necessary, for
how the method will result in an improvement, and a schedule for the actions necessary to
ensure the planned improvement of services. The Town shall review LGM &A's plan for
improvement and determine within ten (10) business days after receipt of the plan and at its
sole discretion whether the plan is satisfactory to cure the default. In the event the plan is not
deemed satisfactory, the Town may, at its sole discretion, provide another ten (10) business
days after receipt of written notice for LGM &A to develop a revised plan for improvement of
services. The Town shall review this revised plan and determine within ten (10) business
days of receipt of the plan whether it is satisfactory to cure the default. In the event this
revised plan is not deemed satisfactory, or in the event the Town does not choose to provide
an opportunity for LGM &A to develop a revised plan, this Agreement shall automatically
terminate.
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B. This Agreement shall automatically terminate without a right to cure upon the occurrence
of any of the following circumstances:
i. If LGM &A (with or without knowledge) has made any material misrepresentation
of any nature with respect to any information or data famished to the Town.
ii. The existence of pending litigation against LGM &A that may in any manner
affect its ability to perform any of its duties or obligations under this Agreement.
iii. LGM &A taking any action requiring Town approval without first having obtained
such approval.
iv. LGM &A makes improper use of Town funds.
V. LGM &A submits to the Town any reports that are purposely false or incomplete
in any material respect.
vi. LGM &A declares bankruptcy or otherwise indicates that it is no longer willing or
able to meet its obligations under this Agreement.
C. In the event of termination, LGM &A shall comply with the requirements of subsection C
of section XIV of this Agreement.
VI. COMPENSATION
The Town agrees pay a sum of money not to exceed Five Thousand Dollars and No Cents
($5,000.00) per fiscal year, including all costs and expenses incurred by LGM &A. Payment shall
occur and be based upon Town receipt and approval of a written invoice, to be submitted each
April 1, or the first working day thereafter, each year during the term of this Agreement. Each
invoice shall include an explanation of costs incurred in providing services under this
Agreement.
Payment shall be net thirty (30) days. All invoices to the Town shall reference the Town's
purchase order number and shall be addressed as follows:
Town of Los Gatos
Attn: Accounts Payable
110 E. Main Street
Los Gatos, CA 95030
VII. INFORMATION HANDLIN G
A. CONFIDENTIAL CLIENT INFORMATION: The Town, to the extent allowed by the
California Public Records Act, and LGM &A agree to maintain the confidentiality of any
information regarding applicants for services offered pursuant to this Agreement or their
immediate families which may be obtained through application forms, interviews, tests, or
reports, from public agencies or counselors, or any other source. Without the written
permission of the applicant or court order, such information shall be divulged only as
necessary for purposes related to the performance or evaluation of the services and work to be
provided pursuant to this Agreement to designated persons having responsibilities under the
contract, including those furnishing services through subcontracts.
B. CONFIDENTIAL INFORMATION AND REPORTS: All documents furnished to
LGM &A by the Town and all reports and supportive data prepared by LGM &A under this
Page 3
Agreement are the Town's property and shall be delivered to the Town upon the completion
of services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by LGM &A in connection with the performance of services pursuant
to this Agreement are confidential until released by the Town to the public, and LGM &A
shall not make any of these documents or information available to any individual or
organization not employed by LGM &A or the Town without the written consent of the Town
before such release. The Town acknowledges that the reports to be prepared by LGM &A
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 LGM &A in connection with other
projects shall be solely at Town's risk, unless LGM &A expressly consents to such use in
writing.
VIII. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS
A. The relationship of LGM &A to the Town is that of an independent contractor. LGM &A
is responsible for the results of its services and compliance with the terms of this Agreement.
LGM &A has full rights to manage employees subject to the requirements of the law. All
persons employed by LGM &A in connection with this Agreement shall be employees of
LGM &A and not employees of the Town in any respect. LGM &A shall be responsible for
all employee benefits, including, but not limited to, statutory workers' compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or
subcontracted to third parties without prior written Town approval.
C. All subcontractors are deemed to be contractors of LGM &A, and LGM &A agrees to be
responsible for their performance and any liabilities attached to their actions or omissions.
D. This Agreement is based on the unique services of LGM &A. 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.
IX. COMPLIANCE WITH LAW
LGM &A shall comply with all applicable laws, codes, ordinances, and regulations of governing
federal, state, and local laws, ordinances, codes, regulations, and decrees. Failure of LGM &A to,
in any manner, observe and adhere to law as described herein or as amended shall in no way
relieve LGM &A of responsibility to adhere to same and LGM &A herein acknowledges this
responsibility. LGM &A 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.
LGM &A represents and warrants to Town that LGM &A 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.
X. TERMS AND AMENDMENTS
Page 4
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.
XI. LEGAL MATTERS
A. INTEGRATION: This document, including Exhibits "A," `B," and "C," represents the
entire and integrated Agreement between the Town and LGM &A, and supersedes all prior
negotiations, representations, and agreements, either written or oral.
B. BINDING EFFECT: The terns of this Agreement shall bind, and inure to the benefit of,
the parties, their heirs, successors, and assigns.
XII. HOLD HARMLESS
A. LGM &A 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, fi-om and against all claims, injury, liability, loss, costs and expense, or
damage, however same maybe 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 anyway connected with LGM &A's activities under this
Agreement, or in consequence thereof.
B. LGM &A shall hold the Town, its Town Council, officers, employees and boards and
commissions harmless from LGM &A's failure(s) to comply with any requirement imposed
by virtue of the utilization of federal or state fonds. LGM &A shall reimburse the Town, for
any disallowed costs and/or penalties imposed on the Town because of LGM &A's failure to
comply with federal or state regulations or requirements.
C. The Town shall indemnify and save LGM &A, its officers, employees, and officials
harmless with respect to any judgments arising from the Town's sole negligence or
intentional actions or omissions in performance of Town's obligations under this Agreement.
D. The Town and LGM &A agree that the Town's indemnification shall extend solely to the
payment of any judgments and is not intended to require that a defense to suit be provided by
the Town, or to limit in any manner LGM &A's duty to defend all suits, actions, claims and
causes of action arising out of the services LGM &A provides pursuant to this Agreement.
XIII. WHEN RIGHTS AND REMEDIES WAIVED
In no event shall any payment by the Town or any acceptance of payment by LGM &A hereunder
constitute or be construed to be a waiver by the Town or LGM &A of any breach of covenants or
conditions of this Agreement or any default which may then exist on the part of the Town or
LGM &A, and the making of any such payment while any such breach or default shall exist shall
in no way impair or prejudice any right or remedy available to the Town or LGM &A with respect
to such breach or default.
XIV. TERMINATION
Page 5
A. TERMINATION FOR CAUSE: Unearned payments under this Agreement may be
terminated at any time before the date of completion by the Town if:
i. LGM &A fails to comply with conditions of the Agreement.
ii. LGM &A refuses to accept any additional conditions that may be imposed by
federal or state requirements.
iii. The Town Council determines the Town can no longer fund the monies for the
Agreement.
iv. If, pursuant to section V of this Agreement, a curable default is not cured to the
satisfaction of the Town or automatic termination occurs.
B. TERMINATION FOR CONVENIENCE: The parties may agree to terminate this
Agreement in whole or in part at any time without cause. In that event, the parties shall also
agree upon the conditions of termination, including the effective date, the services already
performed and amount of any grant payment to be made for said services, and in the case of
partial termination, the portion of the services to be terminated and the appropriate grant
amount due for the remaining services.
C. Upon Suspension or Termination, LGM &A shall:
i. Not incur new obligations and shall cancel as many outstanding obligations as
possible.
ii. Be paid only for services actually rendered to the Town to the date of such
suspension or. termination; provided, however, if this Agreement is suspended or
terminated for fault of LGM &A, the Town shall be obligated to compensate LGM &A
only for that portion of LGM &A's services which are of benefit to the Town.
iii. Turn over to the Town immediately any and all copies of studies, reports and
other data, prepared by LGM &A or its subcontractors, whether or not completed, if any,
in connection with this Agreement; such materials shall become property of the Town.
LGM &A, however, shall not be liable for the Town's use of incomplete materials or for
the Town's use of complete documents if used for other than the services contemplated
by this Agreement.
iv. The Town is not liable for any LGM &A expenses incurred after the termination or
closing date of the Agreement.
D. CONTINUING OBLIGATIONS: In the event of termination, the provisions of this
Agreement shall no longer bind the parties, except that the provisions of section VII, section
XII and subsection C of section XIV shall survive termination of this Agreement and remain
binding on the parties, their heirs, successors, and assigns.
XV. MISCELLANEOUS PROVISIONS
A. THE CAPTION: The captions of the various sections, paragraphs, and subparagraphs of
the Agreement are for convenience only and shall not be considered nor referred to for
resolving questions of the interpretation.
B. NO THIRD PARTY BENEFICIARY: 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.
Page 6
C. SEVERABILITY CLAUSE: 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.
D. NO PLEDGING OF TOWN'S CREDIT: Under no circumstances shall LGM &A have
the authority or power to pledge the credit of the Town, or incur any obligation in the name of
the Town. LGM &A shall save and hold harmless the Town, its Town Council, its officers,
employees and boards and commissions from expenses arising out of this Agreement.
E. DISPUTES: In any dispute over any aspect of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, as well as reasonable costs, but not to exceed $5,000.
F. NONDISCRIMINATION: Neither LGM &A nor any of its subcontractors shall
discriminate in the employment of persons because of their race, color, national origin, sex,
age, ancestry, sexual orientation, religion, physical or mental disability, or marital status,
unless based upon a bona fide qualification under the California Fair Employment and
Housing Act. Neither LGM &A nor any of its subcontractors shall discriminate in the
provision of any services or programs because of race, color, national origin, sex, age,
ancestry, sexual orientation, religion, physical or mental disability, or marital status, unless
based upon a bona fide qualification under the California Fair Employment and Housing Act.
Page 7
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 MUSIC &
C
Greg rarson Teri Hope
Town Manager President
APPROVED AS TO FORM:
O Corb
wn Attorney
APPR D S TO CONTENT:
Regina . Falkner
Community Services Director
ATTEST:
C e t ��
Ja le Rose
�lerk Administrator
EXHIBITS:
A. Scope of Services
B. Town Responsibilities
C. Quarterly Report Form
N: \CSD \MUSIC M THE PARK \LGM &A \LGMandA Agreement.dw
Page 8
EXHIBIT A
SCOPE OF SERVICES
Los Gatos Music & Arts (LGM &A) shall plan, coordinate, and produce the annual Music in the
Park summer concert series. The series shall be held each calendar year, during the months of
June, July and August, on sequential (unless mutually agreed to otherwise) Sunday afternoons
from 5:00 pm to 7:00 pm. The series shall include up to ten (10) concerts per season which:
• Provide a social experience through music for Los Gatos families and community
members; and
• Serve as a signature series to leverage and support the arts in Los Gatos; and
• Deliver the highest quality musical experience possible at the Los Gatos Civic Center
lawn; and
• Maintain the high standard for excellence set by the Town through its coordination of
Music in the Park since 1988.
The following guidelines shall serve as a guide to managing and presenting Music in the Park.
Any contemplated changes to the guidelines shall be brought to the Town for its review.
Project Funding
Provide all fiscal accounting and management services required for production of the Music
in the Park summer concert series. Such services shall include, but not be limited to:
a. The fiscal reporting required in Section IV, Reporting, of this Agreement
b. Distribution of payments to performers, sound technicians, and other vendors
c. Coordination of agreements with the American Society of Composers, Authors and
Publishers (ASCAP); Broadcast Music, Inc. (BMI); and SESAC; as required. The Town
and LGM &A will each pay one -half of each year's ASCAP, BMI, and SESAC license
fees; LGM &A will be responsible for payment of its portion.
2. Raise funds sufficient to cover production costs, through solicitation of sponsorships,
merchandising sales, and other fundraising activities. The number of sponsorships for any
year's concert series shall be determined by LGM &A, and shall be listed in the April 1
quarterly report submitted to the Town.
a. Any positive balance remaining after the conclusion of a summer concert season shall be
carried forward and used exclusively for supporting arts efforts in Los Gatos, including
but not limited to future seasons of Music in the Park.
Marketing Responsibilities
3. Coordinate the production and distribution of all advertising materials. Develop a marketing
strategy which considers the use of posters, programs, web updates, paid advertising, local
media, and other promotional efforts. Marketing and promotion efforts shall be limited to the
Los Gatos area.
Page 9
a. List the Town as the major sponsor of Music in the Park, and include a facsimile of the
Town seal, on marketing and /or promotional materials.
b. Incorporate Town representatives in the presentation of MIP concerts, including
participation in each concert's opening.
c. Provide marketing information, including the concert schedule and list of sponsors, to the
Town in a timely manner, so that it may be posted on the Town's website.
d. Provide notice of the concert schedule to the Chamber of Commerce in a timely manner.
e. Provide posters and programs to sponsors and other local businesses at least two weeks
prior to the first concert of each season.
Administrative Responsibilities
4. Select performers for each concert series. LGM &A has full authority to select performers.
The selection process shall include, but not be limited to:
a. Review of band applications and promotional packets.
b. Following up with all applicants regarding band selection.
c. Preparation of schedule of concerts and performers.
d. Provision of schedule of concerts and performers to Town in a timely manner.
5. Prepare and execute all contracts, including but not limited to those with performers, sound
technicians, printers, graphic artists, advertising, and portable restroom vendors.
6. Obtain a Special Event Permit for the concert series. The Special Event Permit process is
facilitated by the Los Gatos -Monte Sereno Police Department and will be processed without
a fee.
Logistical Responsibilities
7. Coordinate the logistics at each Music in the Park concert. Logistics work shall include, but
not be limited to:
a. Transportation and set -up of hospitality tents, tables, and chairs
b. Compliance with Civic Center security guidelines
c. Delivery and pickup of porta - potties and recycling/trash containers. LGM &A shall pay
for any costs associated with the porta - potties.
d. Provision of electrical access for performers and sound technician
e. Park clean-up after each concert
£ Enlisting the help of volunteers where practical
g. Providing sound technician with concert schedule and contact information to coordinate
sound requirements with musicians
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EXHIBIT B
TOWN RESPONSIBILITIES
At no cost to Los Gatos Music & Arts (LGM &A), the Town shall provide the following
materials and supplies listed below for the annual Music in the Park (MIP) summer concert
series. Labor and materials costs to the Town may not exceed five thousand dollars ($5,000.00)
per fiscal year. Any costs to the Town exceeding this amount will be paid by LGM &A.
I . The use of Civic Center Park for all MIP concerts.
2. Electrical power to the stage area by 12:00 noon each performance day.
3. The Council Chamber reception area, for the use by performers as a dressing room, from 1:00
p.m. until 8:00 p.m. each concert day. Security for this area shall be provided by LGM &A.
4. The use of tables, tents, barricades, and other equipment originally purchased by the Town
for use by MIP concerts as needed, and as long as these items remain functional. The Town
is under no obligation to maintain or replace these items.
5. Signage to be posted in the audience area prohibiting blankets and other items that might
interfere with concerts.
6. The use of the Town -owned stage, including its transportation to and set -up at Civic Center
Park. At the point that the stage is no longer functional, the Town is no longer under
obligation to provide a stage.
The Town will also:
1. Pay one -half of the annual license fees to the American Society of Composers, Authors and
Publishes (ASCAP); Broadcast Music, Inc. (BMI); and SESAC.
2. Hang banners advertising the MIP concert series, to be approved by the Contract Manager, at
the Civic Center.
3. Provide LGM &A a list of Town Council members scheduled to host each of the MIP
concerts.
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EXHIBIT C
QUARTERLY REPORT FORM
LOS GATOS MUSIC & ARTS: MUSIC IN THE PARK
Date Submitted:
For the Period: ❑ October— December (due January 1)
❑ January— March (due April 1)
❑ April — June (due July 1)
❑ July— September (due October 1)
Brief summary of accomplishments for the period:
Attached are status reports for the following:
❑ Financial plan for upcoming or current concert series
❑ Sponsorship roster for upcoming or current concert series
❑ Marketing plan for upcoming or current concert series
❑ Performer line -up for upcoming or current concert series
❑ Assessment of completed concert series (October report only)
❑ Other (please specify):
❑ Other (please specify):
I, the undersigned, certify that the information contained in this report is true, correct, and
complete.
Teri Hope, President
Date
Page 12
N
COUNCIL AGENDA REPORT
DATE: October 16, 2009
MEETING DATE: 11/2/09
ITEM NO:
TO:
MAYOR AND TOWN COUNCIL
FROM:
GREG LARSON, TOWN MANAGER
SUBJECT: ADOPT A RESOLUTION AUTHORIZING THE TOWN MANAGER TO
EXECUTE THE AGREEMENT BY AND BETWEEN THE TOWN OF LOS
GATOS AND LOS GATOS MUSIC & ARTS CONCERNING THE FUNDING
AND ADMINISTRATION OF THE MUSIC IN THE PARK PROGRAM FOR
FISCAL YEARS 2011 THROUGH 2014
RECOMMENDATION:
Adopt a resolution authorizing the Town Manager to execute the following:
1. The "Agreement By and Between the Town of Los Gatos and Los Gato usic & Arts
Concerning the Funding and Administration of the Music in the Park Pro am for Fiscal
Years 2011 through 2014," and
2, Future amendments to the Agreement, so long as they confonn with the adopted
Operating Budget.
BACKGROUND:
Music in the Park (MIP) is a series of free -to- the - public concerts, which are held on Sunday
afternoons from June through August on the Los Gatos Civic Center lawn. MIP, now in its 21st
season, is traditionally funded by community contributions raised by the Arts Commission. Arts
and Culture Commission members and Town staff are responsible for all work related to the
series, including fundraising, accounting, contract negotiations, advertising, and event
coordination.
In February of this year, the Arts and Culture Commission forwarded a recommendation to the
Town Council that coordination and management of MIP be contracted for from Los Gatos
Music and Arts (LGM &A). LGM &A is a local non -profit agency which funds and manages the
PREPARED BY: Regina A.
Cornmunit 'ces Director
NAMICRMA009 TCRP1S \LGM ndA Aym=en1.fgr MIP.doc
Reviewed by: `Assistant Town Manager Town Attorney
_ Clerk Administrator Finance ommunity Development
PAGE
MAYOR AND TOWN COUNCIL
SUBJECT: AGREEMENT CONCERNING THE FUNDING AND ADMINISTRATION OF
THE MUSIC IN THE PARK PROGRAM
October 16, 2009
summer Jazz on the Plazz concert series held at Town Plaza Park. There were several issues
cited as restricting the ability of the Arts Commission to manage MIP effectively, and thus as
reasons for contracting with LGM &A to provide those services. These issues include the
following:
• Solicitation Policy. Town policy forbids all other Town commissions to solicit funds
from the public, with the goal of eliminating any potential quid pro quo situations. A
special exemption had to be made for the Arts and Culture Commission during the 2008
MIP season.
• Contract Negotiations. The Town's purchasing policy requires that the lowest
responsible bidder be selected. This policy has presented challenges with regard to the
selection of the optimum vendors for MIP.
• Impact on Town Staff. Due to the ongoing fiscal challenges faced by Los Gatos, along
with most other municipalities in California, in the past several years the Town has faced
reductions in staff and other administrative resources. As a result, the workload of
remaining staff has increased. Given the recent history of MIP, it is expected that it will
continue to grow, as will the need for the management and administrative staff support
that has historically been provided by the Community Services Department.
• Brown Act Considerations, The success of MIP depends on close collaboration between
committee members selected to oversee various aspects of the concert series. However,
since these committee members are also all members of the Arts and Culture
Commission, their communication is governed by the provisions of the Brown Act.
Given the necessary lead time to post meeting notices, this is an unworkable model for
producing a concert series, which often requires quick response to real -time situations.
• rundralsing Efficiency. Currently, there are two organizations (the Arts and Culture
Commission apd LGM &A) competing for the same sponsor dollars for two separate
concert series. With a single organization (LGM&A) raising funds for two concert series
for which it is responsible, duplication of fundraising efforts is avoided. At the same
time, sponsors will only receive one solicitation request, which will likely improve the
chances of financial support.
In addition, the Town Council has expressed a desire to strengthen the position of its advisory
bodies as policy bodies, rather than as being involved in day -to -day service provision. In
September, Council approved revised enabling resolutions for several Town commissions,
including the Arts and Culture Commission, which emphasize the position of each commission
as an advisory body to the Council and which remove language referencing day -to -day service
provision and related activities. Managing an annual program like MIP falls under service
provision rather than policy.
Council's approval in February of the Commission's recommendation was followed by
negotiations between Town and LGM &A staff regarding the terms of the contract.
PAGE
MAYOR AND TOWN COUNCIL
SUBJECT: AGREEMENT CONCERNING THE FUNDING AND ADMINISTRATION OF
THE MUSIC IN THE PARK PROGRAM
October 16, 2009
DISCUSSION:
Staff and LGM &A representatives have completed negotiations. Key provisions of the five year
contract (Exhibit A to Attachment 1) are as follow:
• LGM &A will manage MIP beginning with the summer 2010 series. It will plan and
produce a series of approximately 8 to 10 concerts each summer. LGM &A's work will
include all fiscal accounting and management, fundraising, marketing, contract
negotiations, administrative, and logistical responsibilities.
• The Town will pay LGM &A $5,000 per fiscal year.
• LGM &A will provide quarterly reports to the Town. These reports must include all
information pertinent to the relevant concert series, including a detailed financial plan,
sponsorships, marketing plans, and performance schedules. The report due each October
must also discuss any administrative challenges and opportunities encountered in the
series just ended, and plans to address these in the next summer's series. The Town will
not provide payment to LGM &A if these reports are not submitted in a timely manner.
• The Town will continue to provide the Civic Center Park for the concerts, as well as the
stage and some related equipment.
• Town staff will continue to coordinate any internal communications, such as maintaining
the Council sign -up sheet for the concerts.
ENVIRONMENTAL ASSESSMENT:
The recommended action is not a project defied under CEQA, and no further action is required.
FISCAL IMPACT:
The Town currently has a balance of approximately $42,600 in monies raised by the Arts and
Culture Commission for MIP and its other arts activities. The annual reimbursement of up to
$5,000 to LGM &A will be made from that balance. The Town's half of music license fees
(approximately $550 annually) will also be paid from this balance. The Town will not seek
reimbursement for Town staff costs related to stage set -up and take down.
Attachments:
1. Draft Resolution of the Town Council of the Town of Los Gatos authorizing the Town
Manager to execute the "Agreement By and Between the Town of Los Gatos and Los
Gatos Music & Arts Concerning the Funding and Administration of the Music in the Park
Program for Fiscal Years 2011 through 2014" (with Exhibit A).
Distribution:
Arts and Culture Commission
Los Gatos Music & Arts
RESOLUTION 2009-
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE THE
AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AND LOS GATOS
MUSIC & ARTS CONCERNING THE FUNDING AND ADMINISTRATION OF THE
MUSIC IN THE PARK PROGRAM FOR FISCAL YEARS 2011 THROUGH 2014
WHEREAS, Music in the Park is a series of free-to -the- public concerts held on
Sunday afternoons each surmner on the Civic Center lawn; and
WHEREAS, the Town of Los Gatos, through its Arts and Culture Commission,
has administered Music in the Park since 1988, and
WHEREAS, the Town Council believes that it is in the best interest of Music in
the Park and of all the Los Gatos residents who enjoy it each summer that its management be
contracted for from Los Gatos Music & Arts; and
WHEREAS, Los Gatos Music & Arts is a local nonprofit agency with
demonstrated ability to manage and produce quality summer concert series in Los Gatos.
NOW, THEREFORE, BE IT RESOLVE' ED THAT;
1) The Town Manager is hereby authorized to execute the "Agreement By and Between the
Town of Los Gatos and Los Gatos Music & Arts Concerning the Funding and
Administration of the Music in the Park Program for Fiscal Years 2011 through 2014"
(Exhibit A); and
2) Future amendments to the Agreement, so long as they conform with the adopted
Operating Budget.
PASSED AND ADOPTED
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED: /s/ Mayor Mike Wasserman
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST: /s7 Jackie D. Rose
CLERIC ADMINISTRATOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
N: \CSD \TCRPTS\Re olutiuns\LCMandA contract for MIP.doc