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Staff ReportPREPARED BY : SHELAYNE HAMMACK Management Analyst Reviewed by: Assistant Town Manager Town Attorney Finance C:\Users \slombardo \Downloads \Staff_Report -_Los_Gatos -Listowel_Writers_Week.V2.docx MEETING DATE: 09/06 /16 ITEM NO : 3 COUNCIL AGENDA REPORT DATE: AUGUST 23 , 2016 TO: MAYOR AND TOWN COUNCIL FROM: LAUREL PREVETTI, TOWN MANAGER SUBJECT: AUTHORIZ E THE TOWN MANAGER TO EXECUTE A USE AGREEMENT WITH IRISH CULTURE BAY AREA TO OPERATE THE LOS GATOS -LISTOWEL WRITERS WEEK TO BE HELD OCTOBER 6, 2016 THROUGH OCTOBER 9, 2016 ON THE CIVIC CENTER GROUNDS. RECOMMENDATION : Authorize the Town Manager to execute a use agreement with Irish Culture Bay Area to operate the Los Gatos -Listowel Writers Week to be held October 6 th , 2016 through October 9 th , 2016 on the Civic Center Grounds. BACKGROUND : Town of Los Gatos has a 20 -year ol d sister city relationship with Listowel, Ireland , where the internationally acclaimed Listowel Writers Week is held annually. In the past couple years , a delegation from Ireland, headed up by Jimmy Deenihan, Minister for Arts & Heritage, Irish P arliament, 2011 -2014, met with T own leaders to discuss recharging that relationship. Irish Culture Bay Area decided to do this by hosting an Irish Writers Festival ; bringing to Los Gatos the Irish literary arts and culture from Ireland, the Bay Are a , and across the United States . The Los Gat os -Listowel Writers Week 2016 wi ll take place f rom October 6, 2016 through October 9 , 2016. In the tradition of Listowel Writers’ Week, the program will be devoted to bringing together writers and audiences at unique and innovative events in Los Gatos. Readings and workshops will take place at locati ons all over Town including Town Council Chambers, the Library, and Civic Center lawn . T he festival seeks to perpetuate a sense of literary connection to Ireland. PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: LOS GATOS -LISTOWEL WRITERS WEEK AUGUST 23 , 2016 DISCUSSION : After reviewing Irish Culture Bay Area’s special event permit application and p er Council’s direction for special events and the use of Civic Center Grounds, staff has deemed it necessary that the Irish Culture Bay Area enter into a standard agreement for services due to their multiple day use of several Town facilities . The proposed agreement includes payment of all fees included within the master fee schedule, and the same provisions and performance standards that have been included in similar special event agreements . The Town is not providing any in -kind services under th e terms of this agreement except for electricity. All parties are in agreement with the terms and conditions proposed within the attached agreement. CONCLUSION : Staff recommends that the Town Council authorize the Town Manager to execute an agree ment for services with Irish Culture Bay Area to operate the Los Gatos -Listowel Writers Week to be held October 6 th , 2016 through October 9 th , 2016 on the Civic Center Grounds. ALTERNATIVES: Alternatives to the recommendation provided above include: 1. Direct staff to revise the agreement, and execute the agreement with Irish Culture Bay Area . 2. Provide other direction. COORDINATION: This staff report was prepared in collaboration with the Town Attorney’s Office FISCAL IMPACT : Under the agreement, Irish Culture Bay Area will pay all fees and other expenses to the Town. The only in -kind contribution is electricity. ENVIRONMENTAL ASSESSMENT : This i s not a project defined under CEQA, and no further action is required. Attachments: 1. Draft Agreeme nt for the Operation of the Los Gatos -Literary Writers Week . Page 1 of 9 A ttachment 1 AGREEMENT BY AND BETWEEN THE TOWN OF LOS GATOS AND THE IRISH CULTURE BAY AREA FOR THE LOS GATOS -LISTOWEL WRITERS WEEK THIS Agreement is made and entered into this ___ day of September 2016 , by and between the Town of Los Gatos, a municipal corporation of the State of California (hereinafter “Town ”), and the Irish Culture Bay Area , a California no nprofit corporation . WITNESSETH WHEREAS , the Town has offered the Irish Culture Bay Area to consider locating some of the activities of the Los Gatos -Listowel Writers Week to the Los Gatos Civic Center grounds. WHER EA S , to insure the Town will have adequate advance notice of “Los Gatos -Listowel Writers Week ” a nd to adequately plan Town services and to preserve the Town’s commitment to attract quality e vent s with significant cultural and entertainment enrichment for the co mmunity at -large an a greement is necessary; and WHEREAS , Irish Culture Bay Area is a local nonprofit agency that has shown its ability to organize and coordinate this weekend festival and desires to enter into an agreement with the Town ; and WHEREAS, the Town desires to enter into an Agreement with Irish Culture Bay Area to administer , promote , and coordinate the “Los Gatos -Listowel Writers Week ” (the “Event ”) subject to the following terms and conditions : 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 October 10 , 201 6 . An amendment to this Agreement may be made to renew its term, pursuant to Section 8 , Terms and Amendments . 2 . EVENT DATES & TIMES The Event will take place October 6 th through October 9 th . Event schedule (Exhibit A) shows times and locations. 3 . PREMISES The Event shall take place on the grounds of the Civic Center and the Library . 4 . SCOPE OF SERVICES Irish Culture Bay Area shall provide the following scope of services : Page 2 of 9 A ttachment 1 1. Irish Culture Bay Area shall provide the Town with documentation establishing its non - profit status. 2. Irish Culture Bay Area agrees to plan, organize , produce and manage the Los Gatos - Listowel Writers Week that provid es a positive, high quality, social experience for families and community members. 3. Irish Culture Bay Area shall be responsible for all financial costs and management services required for production and promoti on of the Event and raise funds sufficient to cover production costs . 4. Irish Culture Bay Area shall provide an adequate number of staff and volunteers to run the Event , and cleaning after the Event . 5. Irish Culture Bay Area shall maintain a clean, safe, and attractive environment for the Event . 6. Irish Culture Bay Area shall apply for and pay the non -profit Special Event Administrative Annual Fee in the amount of $ 173 .00. 7. Irish Culture Bay Area shall be responsible to pay Civic Center S tage setup fees if stage is needed, which include 6 hours of Parks & Public Works Maintenance Worker labor at $81.47 for a total of $488.82. 8. Irish Culture Bay Area shall be responsible to pay downtown banner fe es, at a cost of $165 .00 per banner installed . 9. Irish Culture Bay Area shall pay for building attendants at all events that use the Town Council Chambers & Lobby at $20.00 per hour per attendant . 10. Irish Culture Bay Area shall com ply with all Alcohol B everage C ontrol (ABC) regulations and obtain all necessary permits , including a Temporary Alcohol Sales P ermit from the Los Gatos Police Department and pay a permit as set forth in the Master Fee Schedule . Irish Culture Bay Area shall post signs noting the prohibition of alcoholic beverages outside the event site and provide adequate fencing or barriers to prevent the carrying of alcohol outside of the event site. Irish Culture Bay Area shall provide security at each exit and ent rance of the event to prevent consumption of alcoholic beverages outside of the event and to monitor alcohol use and compliance with alcohol use in accordance to the permit s issued. 11. Irish Culture Bay Area shall obtain permission from property owners for the use of their parking lot areas and provide signage indicating additional parking for event. 12. Irish Culture Bay Area shall apply for and follow all conditions of the Sound Amplification Permit and limit amplified sound between the hours of 10 a .m. and 8 p .m . and amplified sound shall not exceed a noise level of 98 d ecibels, as measure d from a Page 3 of 9 A ttachment 1 distance of 300 feet from the Civic Center grounds. If noise complaints are submitted to Town Staff, the Town reserves the right to direct Irish Culture Bay Area to reduce the volume level not to exceed 95 decibels, as measured from a distance of 300 feet from the Civic Center grounds . The s ound company provided by Irish Culture Bay Area shall provide industry standard sound measuring equipment and establish that sound is within the limits. 13. Irish Culture Bay Area shall e n courage attendees of the Event to not interfere with pedestrian or vehicular traffic in the area. 14. Irish Culture Bay Area shall provide a best estimate of attendance for the Event for Town management planning. 15. Irish Culture Bay Area shall include clearly designated access through out the site grounds for mobility impaired attendees . 16. Irish Culture Bay Area shall contract, transport, provide and pay for restrooms and mode rn full feature hand wash stations at a ratio recommended by a rest room vendor. Restrooms shall be delivered the day before the Event and picked up the morning after the Event . 17. Irish Culture Bay Area shall pay for extra trash/recycle/glass containers and pick up costs as determined and required by the Town . Irish Culture Bay Area will also include the method of recycling of aluminum and plastic and the company or organization res ponsible for the recycling. All containers shall be cleared following the conclusion of the event. Irish Culture Bay Area shall be responsible for the cleanliness of the Grounds , including the removal of trash -refuse not contained in any designated can bef ore vacating the site for any single Event . Should Irish Culture Bay Area fail to perform adequate cleanup or d amage occurs to Town property, the Town will invoice Irish Culture Bay Area at full recovery rates, plus overhead for cleanup and repair . 18. Irish Culture Bay Area shall be responsible for notifying neighboring businesses and residences within 300 feet of the Event , to address any concerns, prior to the Event and provide proof of notice to Event coordinator . Town shall provide Irish Culture Bay Area with names and addresses of businesses and residences affected by this requirement. 19. Irish Culture Bay Area shall provide signage posted in the audience area prohibiting blankets and other items that might interfere with the Event when using Civic Center lawn . Irish Culture Bay Area shall not allow the unattended staking of any spots and Irish Culture Bay Area shall collect any articles in violation of this section and relocate them to a convenient area that does not obstruct the flow of foot traffic . 20. Irish Culture Bay Area shall not close any streets or parking spac es. 21. Irish Culture Bay Area shall be responsible for any portion of Civic Center grounds that are damaged by the act, default or negligence of Irish Culture Bay Area , its agents, Page 4 of 9 A ttachment 1 employees, contractors, sub -contractors, patrons, guests, and will pay to the Town, within thirty (30) days of written invoice, such actual and documented sum as shall be reaso nably necessary to restore the Civic Center grounds to its condition as received by Irish Culture Bay Area at the beginning of the Event days , excluding normal wear and tear. In connection with the repairs and/or restoration referenced herein, designated representatives of the parties shall conduct a walk -through of pertinent areas of Civic Center grounds prior to the Event and again after the Event . During the walk -through, the parties will assess and ide ntify, as applicable, pre -existing conditions and d amages, if any, that may have occurred during use, and will consult and agree in good faith as to what, if any, repair or restoration costs will be paid for by Irish Culture Bay Area . 22. Irish Culture Bay Area agrees that the Town Manager or his/her designee reserves the right to adjust any of the above conditions based on the conduct at the Event , as well as based on legitimate complaints received by the Town from the community at large regarding the Event . The Town agrees that an y adjustment of the above conditions constitutes a change in this A greement and must be feasible for Irish Culture Bay Area to accomplish. If any conditions the Town adjusts are not feasible for Irish Culture Bay Area , the parties shall meet to discuss a workable remedy. If not possible, the particular Event in question may be cancelled by either party. 23. Irish Culture Bay Area shall make certain all vendors are properly license d through the Town of Los Gatos. 24. Irish Culture Bay Area shall meet all the standards as established by the Fire District. 25. Irish Culture Bay Area shall meet all standards as established by the Health Department . Town shall provide the following scope of services: 26. Town shall provide the use of Civic Center grounds for the Los Gatos -Listowel Writers Week as noted in Section 2 of this Agreement . 27. Town shall p rovide electrical power to the stage area for the Event day s . 28. Town shall allow Irish Culture Bay Area to hang banners, with the payment of an Annual Fee , advertising the Event . The size and location of any banners shall be subject to the Town Banner Policy and subject to the Town Manager’s approval. 5 . PROGRAM COORDINATION The Town Manager or his /her designee shall be the Contract Manager for the Town and shall render overall supervision of the progress and performance of this Agreement by the Town. The Chairperson of Irish Culture Bay Area , or a designated Irish Culture Bay Area Board officer, shall be the Program Director for the Los Gatos -Listowel Writers Week , and shall have overall responsibility for the progress and execution of this Agreement on its behalf. Should Page 5 of 9 A ttachment 1 circumstances or conditions subsequent to t he execution of this Agreement require a substitute Program Director, the Town shall be no tified immediately of such occurrence in writing. All notices or other correspondence required or contemplated by this Agreement shall be sent to the parties at the following addresses: TOWN: Town Manager Town of Los Gatos 110 E. Main Street Los Gatos, C A 9503 0 Irish Culture Bay Area : Catherine Barry Director 1384 31 st Avenue San Francisco, CA 94122 6 . REPORTING Irish Culture Bay Area shall submit a report to the Town prior to November 1 on a Report Form as provided by the Town and any relevant supporting documents shall be attached. 7 . DEFAULT, CURE AND TERMINATION Irish Culture Bay Area shall be deemed to be in default of its obligations under this Agreement if the Contract Manager determines that Irish Culture Bay Area is providing services below the established minimum standard of service set forth in this Agreement . In this Event , Irish Culture Bay Area shall be notified in writing and provided the opportunity to cure the default by providing the Town with a plan for improvement of servic es required of Irish Culture Bay Area 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 n otice, 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 Irish Culture Bay Are 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 dis cretion, suspend or cancel this Agreement w ithout incurring any liability to Irish Culture Bay Area . In addition to the above paragraph, t his Agreement shall automatically terminate without a right to cure upon the occurrence of any of the following circumstances: 1. If Irish Culture Bay Area (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to the Town. Page 6 of 9 A ttachment 1 2. The existence of pending litigation against Irish Culture Bay Area t hat may in any manner affect its ability to perform any of its duties or obligations under this Agreement. 3. Irish Culture Bay Area taking any action requiring Town approval without first having obtained such approval. 4. Irish Culture Bay Area submits to the Town any reports that are purposely false or incomplete in any material respect. 5. Irish Culture Bay Area declares bankruptcy or otherwise indicates that it is no longer willing or able to meet its obligations under this Agreement. 6. Irish Culture Bay Area refuses to accept any additional conditions that may be imposed by federal or state requirements. 7. The Town, at its sole discretion, determines there are a s imminent health and safety issues involved with the Event . 8 . ASSIGNABILITY AND INDEPENDENT CONTRACTOR REQUIREMENTS The relationship of Irish Culture Bay Area to the Town is that of an independent contractor. Irish Culture Bay Area is responsible for the results of its services and compliance with the terms of this Agreement. Irish Culture Bay A rea has full rights to manage employees subject to the requirements of the law. All persons employed by Irish Culture Bay Area in connection with this Agreement shall be employees of Irish Culture Bay Area and not employees of the Town in any respect. Iris h Culture Bay Area shall be responsible for all employee benefits, including, but not limited to, statutory workers' compensation benefits. None of the work or services to be performed hereunder shall be delegated or subcontracted to third parties without prior written Town approval. All subcontractors are deemed to be contractors of Irish Culture Bay Area , and Irish Culture Bay Area agrees to be responsible for their performance and any liabilities attached to their actions or omissions. This Agreement i s based on the unique services of Irish Culture Bay Area . 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. 9 . COMPLIANCE WITH LAW Irish Culture Bay Area shall comply with all applicable laws, codes, ordinanc es, and regulations of governing federal, state, and local laws, ordinances, codes, regulations, and decrees. Failure of Irish Culture Bay Area to, in any man ner, observe and adhere to law as described herein or as amended shall in no way relieve Irish Culture Bay Area of responsibility to adhere to same and Irish Culture Bay Area herein acknowledges this responsibility. Irish Culture Bay Area represents and wa rrants to the Town that it has all licenses, permits, qualifications and approvals Page 7 of 9 A ttachment 1 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. Irish Culture Bay Area represents and warrants to Town that Irish Culture Bay Area 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. 10 . 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 i n 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. If a time extension of this Agreement is mutually agreed upon by the parties, then annual documentation of non -profit status (Section 4, item 1), reporting (Section 6), and insurance (Section 13) are required. 11 . LEGAL MATTERS This document, including Exhibits represents the en tire and integrated Agreement between the Town and Irish Culture Bay Area , and supersedes all prior negotiations, representations, and agreements, either written or oral. The terms of this Agreement shall bind, and inure to the benefit of, the parties, their heirs, successors, and assigns. 1 2 . HOLD HARMLESS AND INDEMNIFI C A TION Irish Culture Bay Area hereby assumes full responsibility for the acts and conduct of all persons at Civic Center Grounds during the Event and hereby releases and agrees to protect, defend, hold harmless, a nd 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 t o 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 Irish Culture Bay Area 's activities under this Agree ment, or in consequence thereof, except to the extent arising from the Town’s or its officers’, agents’, employees’ or representatives’ gross negligence, willful misconduct or criminal act. 1 3 . INSURANCE REQUIREMENTS Page 8 of 9 A ttachment 1 Irish Culture Bay Area shall supply proof of General Liability (GL) insurance and Automobile Liability (AL) insurance from an insurance co mpany licensed to do business in the state of California and having a financial rating in Best's Insu rance 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 t hirty (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 t o 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 e nsure 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 A dditional I ns ured 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 . 1 4 . 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 m ore 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 r emain in full force and effect . Under no circumstances shall I rish Culture Bay Area have the authority or power to pledge the credit of the Town, or incur any obligation in the name of the Town. Irish Culture Bay Area 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 prevailing party shall be entitled to reasonable attorney's fees, as well as reasonable costs . Page 9 of 9 A ttachment 1 Neither Irish Culture Bay Area 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 un der the California Fair Employment and Housing Act. Neither Irish Culture Bay Area 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first here in above set forth. TOWN OF LOS GATOS IRISH CULTURE BAY AR EA ____________________________ ___________________________ Laurel Prevetti Catherine Barry Town Manager Director APPROVED AS TO FORM ____________________________ Robert Shultz Town Attorney Thursday, October 6 6pm - 8.30pm Letters of the Law Philip Kearny & Frank Shouldice. BARBARA SPECTOR INTRO Friday, October 7 3pm - 5pm Reading & Business Discussion: Bullets Over Business /The Thing About Work Sunday, October 9 11pm-12pm An Environmental Twist: Saving the Bay Essay by Irish Historian Sunday, October 9 12.30pm-1.30pm Poetry & Science at Odds? Sunday, October 9 3.00pm - 4.15pm Narrative Play: Kitchen Story Dan McFadden Sunday, October 9 4.30pm-5.45pm Detective as Muse: Crime Across the Miles Saturday, October 8 12.00pm - 1.00pm Little Lit Los Gatos Children's Program "Pooka" Book launch Emer Martin Saturday, October 8 12.30pm- 1.15pm The Legends of Listowel Saturday, October 8 2.00pm-3.00pm In Conversation with Ethel Rohan Ethel Rohan Saturday, October 8 2.00pm-3.30pm Integrating Art, Writing & Technology Dr. Lori Phillips Saturday, October 8 3.00pm-4.00pm Heroes of Jadotville Rose Doyle Sunday, October 9 12.30pm-1.20pm Grandpa the Sniper Frank Shouldice Sunday, October 9 12.30pm-3.00pm Writing Workshop: A-Z of the First Two Pages Sunday, October 9 3.00pm-4.30pm Cutting Edge in Irish Publishing Civic Center Lawn Sunday, October 9 1.00pm - 4.00pm Irish Musicians in Session Los Gatos Town Chambers Irish American Bar Association Richard Moran & David Nihill Elizabeth Creely Jane Clarke & Pireeni Sundaralingam Louise Phillips/Tom Doyle/Ronan Shouldice Los Gatos Public Library Jimmy Deenihan/Listowel Director Caroline Bracken Mike McCormack, Tramp Press The Gasmen, Julie Horner, Kennelly Dancers