23-012 MOU between City of Cupertino and Omniware Networks for Artwork Display at the Cupertino Senior Center1
MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF CUPERTINO
AND OMNIWARE NETWORKS FOR ARTWORK DISPLAY AT THE CUPERTINO
SENIOR CENTER
This Memorandum of Understanding ("MOU") is entered into on this 13th day of February, 2023
by and between the City of Cupertino ("City") and Omniware Networks ("Organization")
(together, the "Parties") for the purpose of displaying artwork at the Cupertino Senior Center.
WHEREAS, the City promotes healthier lifestyles for seniors by providing opportunities through
quality education, resources, travel, events, socials, and volunteer opportunities;
WHEREAS, the City adopted the Intergenerational Engagement City Work Program item for
Fiscal Year 2022-2023, to offer activities and programs across generations to benefit both seniors
and youth;
WHEREAS, the Organization is a 501(c)(3) non-profit organization that hosted a “Peace Love
Unity” Youth Art Contest, to encourage local youth and students to express their feelings against
hate and promote positive values such as love and peace;
WHEREAS, the submitted artwork for the “Peace Love Unity” Youth Art Contest has been
exhibited and displayed at local venues in the bay area to share with community members;
WHEREAS, the City and Organization have determined that it is in their mutual interest to enter
into this MOU to allow for displaying the submitted artwork at the Cupertino Senior Center, to
continue the exhibition and also provide a cross generational engagement opportunity for the
seniors and youth;
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 begin on February 24, 2023 and ends on March 23, 2023
(“Term”).
b. The City may terminate this MOU upon giving 5 days’ written notice to the
Organization.
2. City Responsibilities
a. Set up and provide the use of the pre-determined hallway space and room space
needed at the Cupertino Senior Center for the artwork exhibit and the opening night
reception event.
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b. Provide staff services and support for the initial preparation of the hallway wall space
and room space for the artwork exhibit, including wall hooks and other requested
items for the exhibit.
c. Provide staff services and support for the room setup and audio, visual, and technical
setup for the opening night reception event.
d. Provide light refreshments for the opening night reception event.
e. Promote exhibition and opening night reception event in City marketing efforts.
3. Organization Responsibilities
a. Coordinate with City staff on the setup of the exhibition and the opening night
reception event.
b. Transport, set up, and hang up the artworks to be displayed at the pre-determined
hallway space and room space for the exhibition.
c. Ensure displayed artwork is safe and secure and in good physical condition.
d. Invite and coordinate with the artists and their invited guests to the opening night
reception event and provide those details to the City staff.
e. Coordinate speakers and slide show presentations for the opening night reception
event and provide those details to the City staff.
f. Provide labels for each displayed piece of art to include artists’ name, grade, and
school.
g. Take down artwork on pre-determined day and time.
4. 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.
5. General Provisions
a. Entire Agreement. This MOU represents the full and complete understanding of every
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kind of nature between the Parties and supersedes any other agreement(s) and
understanding(s), either oral or written, between the Parties.
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: To Organization:
10300 Torre Avenue 656 Lytton Ave #G207
Cupertino, CA 95014 Palo Alto, CA 94301
Attention: Alex Greer Attention: Fengdi Xu
Email: alexg@cupertino.org Email: omniwarenetworks@gmail.com
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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 OMNIWARE NETWORKS
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM
Christopher D. Jensen
Cupertino City Attorney
ATTEST:
Kirsten Squarcia
City Clerk
Date
Fengdi Xu
Fengdi Xu
CEO
Feb 14, 2023
Christopher D. Jensen
Rachelle Sander
Director of Parks and Recreation
Feb 14, 2023
Feb 14, 2023
MOU between City of Cupertino and Omniware
Networks for Artwork Display at the Cupertino
Senior Center
Final Audit Report 2023-02-15
Created:2023-02-13
By:Kevin Khuu (KevinK@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA_4ZQlvNkTW_00G7-4c8A0mkb4og1OwJZ
"MOU between City of Cupertino and Omniware Networks for Ar
twork Display at the Cupertino Senior Center" History
Document created by Kevin Khuu (KevinK@cupertino.org)
2023-02-13 - 10:48:27 PM GMT- IP address: 73.202.165.202
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2023-02-13 - 10:50:59 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2023-02-14 - 10:02:21 PM GMT - Time Source: server- IP address: 73.170.27.253
Document emailed to omniwarenetworks@gmail.com for signature
2023-02-14 - 10:02:23 PM GMT
Email viewed by omniwarenetworks@gmail.com
2023-02-14 - 11:14:36 PM GMT- IP address: 66.249.84.236
Signer omniwarenetworks@gmail.com entered name at signing as Fengdi Xu
2023-02-14 - 11:15:21 PM GMT- IP address: 162.223.77.34
Document e-signed by Fengdi Xu (omniwarenetworks@gmail.com)
Signature Date: 2023-02-14 - 11:15:23 PM GMT - Time Source: server- IP address: 162.223.77.34
Document emailed to christopherj@cupertino.org for signature
2023-02-14 - 11:15:25 PM GMT
Email viewed by christopherj@cupertino.org
2023-02-14 - 11:33:31 PM GMT- IP address: 172.226.36.10
Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
2023-02-14 - 11:53:01 PM GMT- IP address: 136.24.22.194
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2023-02-14 - 11:53:03 PM GMT - Time Source: server- IP address: 136.24.22.194
Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature
2023-02-14 - 11:53:04 PM GMT
Email viewed by Rachelle Sander (rachelles@cupertino.org)
2023-02-15 - 0:04:57 AM GMT- IP address: 104.47.73.126
Document e-signed by Rachelle Sander (rachelles@cupertino.org)
Signature Date: 2023-02-15 - 0:05:30 AM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2023-02-15 - 0:05:32 AM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2023-02-15 - 0:10:32 AM GMT- IP address: 104.47.73.126
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2023-02-15 - 0:10:41 AM GMT - Time Source: server- IP address: 64.165.34.3
Agreement completed.
2023-02-15 - 0:10:41 AM GMT