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10-054 Cupertino Union School District AGREEMENT BETWEEN CITY OF CUPERTINO AN]) CUPERTINO UNION SCHOOL DISTRICT This AGREEMENT is made and entered into on May 26, 2010 (EXECUTION DATE), by the CITY OF CUPERTINO a municipal corporation of the State of California, hereinafter designated as CITY, and the CUPERTIO UNION SCHOOOL DISTRICT, 10301 Vista Drive, Cupertino, CA 95014, hereinafter designated as DISTRICT. RECITALS WHEREAS, the City of Cupertino and the Cupertino Union School District agree their level of service will be enhanced with the offering of a joint Summer Enrichment Program to students in the Cupertino Union School District; and WHEREAS, the purpose of this joint enrichment program ( "the Program ") is to provide: a) District students with an opportunity for an enriched learning experience during the summer months; and b) City residents with an opportunity to participate in enhanced recreational and learning activities. WHEREAS, the Cupertino Union School District desires to offer the program at the District's school sites; NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: SECTION I TERM OF AGREEMENT The term of this AGREEMENT shall commence on May 26, 2010, and end on or before September 1, 2010. This AGREEMENT shall be automatically renewable on a year to year basis until either party provides written notice of non - renewal to the other party thirty (30) days prior to expiration. SECTION II DESCRIPTION OF PROJECT �! a b The CITY shall provide a Summer Enrichment Program ( "PROGRAM ") from June 2010 - July Ns 2010 at one school site in the Cupertino Union School District. The PROGRAM will consist of one four -week session: The CITY will be responsible for the coordination and printing of the class brochure. The CITY reserves the right to determine the number of class offerings at each site subject to the DISTRICT's determination of available space. At the beginning of each calendar year and prior to offering any classes to the public, District and City shall agree in writing as to the summer enrichment classes to be offered and in the start and end dates of each summer enrichment program to be offered that year. DISTRICT shall provide summer enrichment classes in accordance with, and subject to all applicable standards and obligations required of a public school district, at the District schools. The CITY and the DISTRICT equally retain the right to review class offerings for age appropriateness and content. SECTION III FACILITIES AND STAFF The DISTRICT shall provide facilities for the programs at an appropriate school site. All room rental costs and application fees will be waived. The District will maintain janitorial services and maintenance for all facilities in use with this PROGRAM. For scheduling and site coordination, the DISTRICT will appoint a DISTRICT employee who will serve as the liaison to the CITY and will coordinate the program content and schedule of classes. The CITY shall be solely responsible for the hiring, coordination, and payment of instructors for the PROGRAM. The DISTRICT will provide an administrator at each school site. The CITY shall assign a Coordinator for the PROGRAM who will act as CITY's representative and liaison to the DISTRICT on matters regarding the PROGRAM. SECTION IV REGISTRATION Registration policies for the PROGRAM shall be set forth by the CITY Recreation Department. The CITY will process the individual registration forms and collect all fees. SECTION V PUBLICITY The CITY will provide a brochure /flyer containing Enrichment Program course offerings and publicity. The CITY will incur the costs of the printing and delivery of the brochure to the District Office. The DISTRICT will provide the content for the class information by the scheduled due date set forth by the CITY. The DISTRICT will distribute the brochure to DISTRICT students at no cost to the CITY. City and District agree to use their best efforts to publicize and otherwise promote each summer enrichment program. SECTION VI FEES, COSTS AND ACCOUNTING All fees collected by the City will be deposited into the City's General Fund. At the end of each summer enrichment program, the City will prepare and provide to District a written accounting of all deposits and shall remit 10 % of the total of said deposits to District:, and shall retain the remaining 90 % of final roster revenue. SECTION VII GENERAL TERMS AND CONDITIONS District agrees to indemnify, defend and hold harmless City and its council members, employees, and board and commission members from and against any and all loss, damage, claim or liability (including, without limitation, reasonable attorneys' fees) arising or alleged to arise out of District's negligent acts, errors or omissions under this Agreement. District will obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "A ", insuring not only District and its contractors, if any, but also with the exception of workers' compensation and employer's liability, naming City as an additional insured concerning District's obligations under this Agreement. City agrees to indemnify, defend and hold harmless District and its officers, employees, and board and commission members from and against any and all loss, damage, claim or liability (including, without limitation, reasonable attorneys' fees) arising or alleged to arise out of City's negligent acts, errors or omissions under this Agreement. City will obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit `B ", with the exception of workers' compensation and employer's liability, naming District as an additional insured concerning City's obligations under this Agreement. Evidence of adequate self - insurance shall be acceptable compliance with this requirem ent. Notwithstanding any provision to the contrary contained in this Agreement, in the event that any action, suit, claim or litigation is commenced or prosecuted by any person which contests the legal validity of this Agreement or which challenges the legal authority of any party to enter into this Agreement, District will, at its sole cost, defend, indemnify, and hold City, its council members, officers, and employees from and against any and all losses, damages, and/or claims of liability (including, without limitation, litigation costs and actual attorneys' fees.) All notices shall be submitted, in writing, and sent by the U.S. mail, certified and postage prepaid, by private express delivery service, by facsimile transmission followed by delivery of hard copy, or by any other process mutually acceptable to the parties to the addresses stated below or to any other address noticed in writing. To City: Office of the City Clerk City Hall 10300 Torre Avenue Cupertino, CA 95014 With a copy to: Director of Parks & Recreation City of Cupertino City Hall 10300 Torre Avenue Cupertino, CA 95014 To District: Superintendent Cupertino Union School District This Agreement shall be governed by and construed in accordance with the laws of the State of California. Either party may terminate this Agreement upon 90 days notice, with or without cause by providing written notice to the other party of its intent to terminate this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement between the parties concerning its subject matter, and there are no other oral or written agreements between the parties not incorporated in this Agreement. This Agreement shall not be modified, unless the parties first agree to and approve of such modification in writing through a duly authorized amendment. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement shall remain in effe ct. Both parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, convey, or otherwise dispose of this Agreement or any right, title or interest in or to the same or any part thereof without the prior written consent of the other party, and then only subject to such terms and conditions as the other party may require. A consent to one assignment shall not be deemed to be such a consent to any subsequent assignments. Any assignment without such approval shall %oid and, at the option of the other party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and any interest herein shall not be assigned by operation of law without the prior written consent of the other party. INDEMNIFICATION Each party agrees to hold the other harmless from any claims for damage unless such damage is the result of the sole negligence or unlawful conduct of one party, its agents or employees. INSURANCE Should the CITY require evidence of insurability, the DISTRICT shall file with the CITY a Certificate of Insurance before commencing any services under this agreement. Said Certificate shall be subject to the approval of the City's Director of Administrative Services. The CITY shall provide DISTRICT with a certificate of insurance in compliance with DISTRICT's Civic Center Policies and the Use Permit Application Form. MODIFICATIONS AND ASSIGNMENTS This AGREEMENT shall not be assigned, transferred or modified unless by written amendment duly executed by the parties to this AGREEMENT. NON - DISCRIMINATION No discrimination shall be made in the employment of persons under this agreement because of race, color, national origin, ancestry, religion, of sex of such person. This AGREEMENT shall become effective upon its execution by the CITY and the DISTRICT. In witness thereof, the parties have executed this AGREEMENT on the day and year first written above. DISTRICT: 3)2_4), ce By . By • • a Denman David Knapp Assistant Superintendent, Instruction City Manager Date G y/ 1 Date 6 . 7 . 10 PP OVE TO F RM: Carol Korade CITY ATTORNEY