00-042 Leadership Cupertino--,
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AGREEMENT BETWEEN AND AMONG THE CITY OF
CUPERTINO, THE CUPERTIrJO CHAMBER OF
COMMERCE, THE UNIVERS~[TY OF CALIFORNIA, SANTA
CRUZ AND FOOTHILL DEArTZA COMMUNITY COLLEGE
DISTRICT SPONSORING THE OPERATION OF
LEADERSHIP CUPERTINO AND TOMORROW'S LEADERS
TODAY
This Agreement (hereinafter "Agreement") is made and entered into as of July
1, 1999, (hereinafter "Effective Date") between and among the City of Cupertino, a
California municipal corporation (herein~~fter the "City"), the Cupertino Chamber of
Commerce, anon-profit corporation organized under the laws of the state of
California (hereinafter the "Chamber"), the University of California, Santa Cruz
(hereinafter "UCSC") and the Foothill-DeAnza Community College District
(hereinafter the "District"). The parties may also be referred to collectively as "The
Sponsors."
Recitals
This Agreement is made with reference to the following:
1. Effective September 1997, the ~~ity, Chamber, and the District entered into
an informal agreement to sponsor "Leadership Cupertino" (hereinafter "LC"), a ten-
month course to introduce citizens to gov~:rnment, quasi-government and not-for-
profit organizations with the purpose of e~icouraging and educating citizen
involvement in local political issues.
2. In 1999, UCSC joined as a 4`'' sponsor and another program was added for
youthful participants entitled "Tomorrow's Leaders Today" (hereinafter "TLT").
3. All four sponsors support the programs through cash contributions and in-
kind services. Administrative services for the programs are performed by the City.
4. Each program is administered ley a paid executive director who works as an
independent contractor. Payments to the executive directors are advanced by the City.
The City is reimbursed for these costs by the Sponsors and other program revenues.
5. The overall supervision of both programs is accomplished by a "Steering
Committee" consisting of one or more representatives from each of the sponsors.
poia~Tnna. i (i 66~z-a8-oo
NOW, THEREFORE, in consideration of the covenants and conditions herein
contained, the Sponsors agree as follows:
1. Term and Termination
a) This Agreement shall commence as of the effective date and shall
continue thereafter for a period of one year unless earlier terminated in accordance
with this Agreement; provided, however, that this Agreement shall be automatically
extended for successive periods of one year unless a Sponsor shall have provided
written notice ofnon-renewal to other Sponsors no later than sixty (60) days prior to
the end of the one year period.
b) This Agreement may be terminated early by a simple majority vote
of the entire Steering Committee, or in the event that funds derived from all sources
of revenue are insufficient to fund either or both programs.
2. Bud ets
Prior to the end of the City's fiscal year, the City shall submit to the
Sponsor a proposed budget, in substantially the same form as the 1999-2000 budget, a
copy of which is attached hereto. The Sponsors shall be responsible for approving an
annual budget for every year of operation of the program or programs.
3. Level of Contributions
The Sponsors will provide cash and in-kind contributions for ten (10)
month LC and TLT programs. The level of cash and in-kind contributions shall be
determined by the Steering Committee on an annual basis after the annual budget is
approved.
4. Payments to Executive Directors
The City will advance sums necessary to pay the executive directors of
the programs. The City will reimburse itself for these costs from the cash
contributions of the Sponsors, tuition payments, and donations.
5. Executive Directors -Independent Contractors
It is understood that the Executive Directors of the LC and TLT
programs shall at all times act as independent contractors of the Sponsors and shall
not be considered employees of any of the Sponsors. The contracts for said Executive
Directors shall be in writing and shall conform to the sample contract attached hereto.
6. Executive Director -Indemnity and Insurance
Any written agreement for the services of an Executive Director shall
contain a provision in which the Sponsors and the Executive Director indemnify,
defend, and hold harmless each other for the acts and omissions of the other. Said
pc/dir/I/la.l(166)2-28-00 2
written agreement shall also contain a provision requiring each Executive Director to
maintain professional liability insurance coverage with a responsible insurance carrier
approved by the Sponsors, in an amount oil no less than $2,000,000. Said policy shall
name the Sponsors as additional insureds.
7. Claims and Litigation -Allocation of Obligations
In the event that any claim, demand, action, suit, or proceeding of each
and every kind is brought by any party who is not a Sponsor arising out of the
operation of the LC and/or TLT programs. the City will undertake the defense of the
same on behalf of all Sponsors. At the conclusion of each such proceeding above
described, the Sponsors shall forthwith reimburse on an equal basis the City for all
losses which are not covered by the insurance policy described in Paragraph 6 above,
including the deductible amount of the policy.
8. Compliance with Laws
All Sponsors shall observe rind comply with all valid laws, ordinances,
statutes, orders and regulations now or hereafter made or issued respecting this
Agreement by any federal, state, county, l~~cal or other government agency or entity
having jurisdiction thereof.
9. Notices
Any notice, request, demand or other communication provided for
hereunder shall be in writing and delivered in person or sent by First Class mail,
facsimile or overnight delivery and addressed as follows:
City:
Director of Administrative Services
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Facsimile (408) 777-3366
Chamber:
Executive Director
Cupertino Chamber of Commerce
20455 Silverado Ave.
Cupertino, CA 95014
Facsimile (408) 252-0638
District:
DeAnza College
21250 Stevens Creek Blvd.
Cupertino, CA 95014
Facsimile (408) 864-8603
UCSC:
Marketing Director
University of California, Santa Cruz
10420 Bubb Road
Cupertino, CA 95014
Facsimile (408) 342-0164
Any Sponsor may change its addr~;ss for receipt of notices under this
Agreement by notice given in the manner provided herein.
poia~rnna.i~i66~2-ZS-oo 3
10. Amendments
This Agreement represents the entire understanding and expression of
the Sponsors' Agreement as to those matters contained herein, and supersedes all
other oral or written agreements with respect to such matters. This Agreement may
be modified only by a written amendment duly executed by the Sponsors.
11. 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. No third party or parties shall have the
claim or right of action under this Agreement for any cause whatsoever.
The Sponsors acknowledge and accept the terms and conditions of this
Agreement as evidenced by the following signatures of their duly authorized
representatives. It is the intent of the Sponsors that this Agreement shall become
effective as of July 1, 1999.
Approved as to Form:
City of Cupertino
Charles T. Kilian, City Attorney Mayor, City of Cupertino
Attest:
City Clerk
University of California, Santa Cruz
By_
Dean
Cupertino Chamber of Commerce
By
President
Foothill-DeAnza Community College
Distric
By. ~ ~ - ~~ ~
Vi ncellor
gy. _ ~a L ~.,.f~~, --
Pre ident '
pc/dir/I/la.l(166)2-28-00 4
CONTRACT FOR E~~ECUTIVE DIRECTOR
LEADERSHIP CUPERTINO
THIS CONTRACT is entered into on Jixly 1, 1999, by and between t$e City of Cupertino,
a California municipal corporation (hereinafter the "City"), the Cupertino Chamber of
Commerce, anon-profit corporation organized under the laws of the state of California
(hereinafter the "Chamber"), the University of California, Santa Cruz (hereinafter "UCSC"), the
Foothill-DeAnza Community College District ~ hereinafter the "District"); the parties may also be
referred to collectively as "The Sponsors", and Darryl Stow, hereinafter called "Consultant".
WHEREAS, the SPONSORS are in nec;d of an executive director, and
WHEREAS, CONSULTANT is qualified to perform the director's services for the
SPONSORS.
NOW, THEREFORE, in consideration of the mutual promises herein, the parties hereto
COVENANT, PROMISE and AGREE as follows:
1. CONSULTANT shall perform the director services for the SPONSORS as set
forth in the attached description of said Office. It is understood and the parties
intend that the services described herein shall be provided on an annual basis for
the ten (10) month program.
2. CITY shall compensate CONSULTANT at the rate of seven hundred and fifty
dollars ($750.00) per month for all work described herein plus the cost of
maintenance, two million dollars ($2,000,000) for professional liability insurance.
3. This contract shall commence on July 1, 1999, and shall continue in full force and
effect until June 30, 2000.
4. This contract maybe terminated prior to the automatic termination date set forth
above as follows:
A. By mutual consent of the parties; or
B. By either party on deliv~;ry of written notice thereof to the other party with
or without cause and for' any reason, whatsoever.
CONTRACT FOR EXECUTIVE DIRECTOR -LEADERSHIP CUPERTINO Page 2
5. If this contract is terminated under the provisions of Paragraph 4, CONSULTANT
shall be compensated only for the months worked and expenses incurred prior to
the effective date of termination.
6. The parties hereto agree and understand that this is a contract for professional
services and shall not be assigned by either party in any manner. As such, it is
understood that CONSULTANT is an independent contractor and not an
employee of the SPONSORS. However, SPONSORS and the CONSULTANT
shall indemnify, defend and hold harmless each other for the acts and omissions
of the other.
7. This contract may only be modified by a written amendment hereto, executed by
both parties.
8. In the performance of the work authorized under this contract, CONSULTANT
shall not discriminate against anyone because of race, creed, color, ancestry,
religion, marital status, medical condition, age (over 40), physical or mental
handicaps, veteran or non-veteran status, sex, or national origin.
9. This contract shall be governed by the laws of the State of California. It
constitutes the entire agreement between the parties regarding its subject matter.
This contract supersedes all contracts, proposals, oral and written, and all
negotiations, conversations or discussions heretofore and between the parties
related to the subject matter of the contract.
EXECUTED at Cupertino, California, on the day and year first'written above.
CONTRACT FOR EXECUTIVE DIRECTOR -LEADERSHIP CUPERTINO
Approved as to Form:
Charles T. Kilian, City Attorney
University of California, Santa Cruz
By
Dean
'Cupertino Chamber of Commerce
By:
President
City of Cupertino
Page 3
Mayor, City of Cupertino
Attest:
City Clerk
Foothill-DeAnza Community College
District ~,
V ce Ch ellor
By: ug ~ -`
resident
Darryl Stow
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