23-011 Memorandum of Understanding between the City of Cupertino, the Rotary Club of Cupertino, and the Cupertino Chamber of Commerce regarding the State of the City Address1
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF CUPERTINO,
THE ROTARY CLUB OF CUPERTINO, AND THE CUPERTINO CHAMBER OF
COMMERCE REGARDING THE STATE OF THE CITY ADDRESS
This Memorandum of Understanding ("MOU") is entered into on this 6th day of February, 2023
by and between the City of Cupertino ("City"), the Rotary Club of Cupertino (“Rotary”) and the
Cupertino Chamber of Commerce ("Chamber") (collectively, the "Parties") for the purpose of
presenting the annual State of the City Address.
WHEREAS, the City, through its Mayor, annually presents a State of the City Address;
WHEREAS, the State of the City Address will be presented on February 15, 2023 at the Quinlan
Community Center;
WHEREAS, the State of the City Address requires coordination of volunteers to ensure a well-
run and cost effective event;
WHEREAS, the Rotary and Chamber are non-profit organizations that have access to and are
experienced in coordinating volunteers;
WHEREAS, the City, Rotary and Chamber have determined that it is in their mutual interest to
enter into this MOU to allow for a successful State of the City event for Cupertino residents:
NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained,
it is mutually understood and agreed by and between the Parties as follows:
1. Term
a. The term of this MOU shall be from the date of execution by the last party through
the date of the State of the City event.
b. Any of the Parties may terminate this MOU upon giving five (5) days’ written notice
to the other party.
2. City Responsibilities
a. Set up and provide use of the Cupertino Room at Quinlan Community Center.
b. Provide Video team services for audio, visual, and technical setup with a live
broadcast.
c. Prepare City video and presentation slides for the State of the City Address.
d. Provide light appetizers and beverages.
2
e. Promote event via City Channels.
3. Rotary Responsibilities
a. Recruit and supervise volunteers.
b. Create and manage digital RSVP link and guest list approved by City.
c. Prepare Rotary presentation slides.
d. Prepare and set up table and event décor.
e. Promote event via Rotary channels.
f. Coordinate event, including clean-up.
4. Chamber Responsibilities
a. Recruit and supervise volunteers.
b. Create promotional flyer for approval by City.
c. Prepare Chamber presentation slides.
d. Prepare and set up table and event décor.
e. Promote event via Chamber channels.
f. Coordinate event, including clean-up.
5. Liabilities
a. The Parties agree to defend, indemnify and hold harmless each other and their
respective City Council, boards and commissions, officers, officials, employees,
agents, servants, volunteers, and consultants from any and all liability, damages,
claims, actions, causes of action, demands, charges, losses, costs, and expenses
(including attorney fees, legal costs, and expenses related to litigation and dispute
resolution proceedings) of every nature, arising directly or indirectly from that
Parties’ negligence or willful misconduct in connection with this MOU.
6. General Provisions
a. Entire Agreement. This MOU represents the full and complete understanding of every
kind of nature between the Parties and supersedes any other agreement(s) and
understanding(s), either oral or written, between the Parties.
3
b. Amendment. Any Amendment to or modification of this MOU will be effective only
if in writing and signed by each Parties’ authorized representative. No verbal
agreement or implied covenant will be valid to amend or abridge this MOU.
c. Governing Law and Venue. This MOU is governed by the laws of the State of
California. Any lawsuits related to this MOU must be filed with the Superior Court
for the County of Santa Clara, State of California.
d. Third-Party Beneficiaries. There are no intended third-party beneficiaries of this
MOU.
e. Headings. The headings in this MOU are for convenience only, are not a part of the
MOU, and in no way affect, limit, or amplify the terms or provision of this MOU.
f. Severability / Partial Invalidity. If any provision of this MOU, or its application to a
particular situation, is found by a court to be void, invalid, illegal, or unenforceable,
such term or provision shall remain in force and effect to the extent allowed by such
ruling. All other terms and provisions of this MOU or their application to specific
situations shall remain in full force and effect. The Parties agree to work in good faith
to amend this MOU to carry out its intent.
g. Survival. All provisions which by their nature must continue after the MOU expires
or is terminated shall survive the MOU and remain in full force and effect.
h. Notices. All notices, requests, and approvals must be sent in writing to the persons
below, which will be considered effective on the date of personal delivery; or the date
confirmed by the reputable overnight delivery service; or on the fifth calendar day
after deposit in the United States Mail, postage prepaid; or the next business day
following submission by electronic mail:
To City of Cupertino:
10300 Torre Avenue
Cupertino, CA 95014
Attention: Esther Kwon
Email: estherk@cupertino.org
To Rotary:
Attention: Rod Sinks
Email: rodsinks@gmail.com
4
To Chamber:
20455 Silverado Avenue
Cupertino, CA 95014
Attention: Rick Kitson
Email: rick@cupertino-chamber.org
IN WITNESS WHEREOF the Parties have executed this Memorandum of Understanding which
shall become effective upon the date of the execution of the MOU by all parties.
CITY OF CUPERTINO ROTARY CLUB OF CUPERTINO
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM CUPERTINO CHAMBER OF COMMERCE
By
Name
Christopher D. Jensen Title
Cupertino City Attorney Date
ATTEST:
Kirsten Squarcia
City Clerk
Date
Steve Onishi
President, Rotary Club of Cupertino
Feb 8, 2023
Rick Kitson
Feb 9, 2023
Executive Director
Rick KitsonChristopher D. Jensen
Pamela Wu
City Manager
Feb 10, 2023
Feb 10, 2023
Memorandum of Understanding between the
City of Cupertino, the Rotary Club of Cupertino,
and the Cupertino Chamber of Commerce
regarding the State of the City Address
Final Audit Report 2023-02-10
Created:2023-02-07
By:Araceli Alejandre (aracelia@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAsN7ehqR0yqUTgY0lNxMqCneLAqYUc68M
"Memorandum of Understanding between the City of Cupertino,
the Rotary Club of Cupertino, and the Cupertino Chamber of Co
mmerce regarding the State of the City Address" History
Document created by Araceli Alejandre (aracelia@cupertino.org)
2023-02-07 - 0:43:04 AM GMT- IP address: 73.170.27.253
Document emailed to Steve Onishi (steve.onishi@gmail.com) for signature
2023-02-07 - 0:48:20 AM GMT
Document e-signed by Steve Onishi (steve.onishi@gmail.com)
Signature Date: 2023-02-09 - 5:42:26 AM GMT - Time Source: server- IP address: 174.160.4.238
Document emailed to rick@cupertino-chamber.org for signature
2023-02-09 - 5:42:28 AM GMT
Email viewed by rick@cupertino-chamber.org
2023-02-09 - 10:21:39 AM GMT- IP address: 185.211.32.130
Signer rick@cupertino-chamber.org entered name at signing as Rick Kitson
2023-02-09 - 3:24:06 PM GMT- IP address: 76.132.35.32
Document e-signed by Rick Kitson (rick@cupertino-chamber.org)
Signature Date: 2023-02-09 - 3:24:08 PM GMT - Time Source: server- IP address: 76.132.35.32
Document emailed to christopherj@cupertino.org for signature
2023-02-09 - 3:24:10 PM GMT
Email viewed by christopherj@cupertino.org
2023-02-09 - 3:24:18 PM GMT- IP address: 172.225.89.54
Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
2023-02-09 - 3:33:57 PM GMT- IP address: 136.24.22.194
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2023-02-09 - 3:33:59 PM GMT - Time Source: server- IP address: 136.24.22.194
Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature
2023-02-09 - 3:34:00 PM GMT
Email viewed by Pamela Wu (pamelaw@cupertino.org)
2023-02-10 - 4:22:41 PM GMT- IP address: 104.47.73.126
Document e-signed by Pamela Wu (pamelaw@cupertino.org)
Signature Date: 2023-02-10 - 4:23:21 PM GMT - Time Source: server- IP address: 69.75.200.73
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2023-02-10 - 4:23:23 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2023-02-10 - 5:22:01 PM GMT- IP address: 104.47.74.126
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2023-02-10 - 5:22:15 PM GMT - Time Source: server- IP address: 162.245.20.145
Agreement completed.
2023-02-10 - 5:22:15 PM GMT