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23-095 CTVP and City MOU to promote Senior Center ProgramsMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF CUPERTINO AND CUPERTINO TV PRODUCTIONS REGARDING THE PRODUCTION OF MARKETING CONTENT TO PROMOTE SENIOR CENTER PROGRAMS. This Memorandum of Understanding (“MOU”) is the City of Cupertino (“City”) and Cupertino TV Productions (“Organization”) (together, the “Parties”) for the purpose of producing marketing content to promote senior center programs. WHEREAS, the City and the Organization desire to enter this MOU to create marketing content to promote Senior Center services and programs to members of the public age 50+ (described in Section 4 of this MOU); and WHEREAS, the City and the Organization have determined that it is to their mutual advantage to enter into this MOU, which will allow the Organization to host their 40th anniversary event at the senior center free of charge. WHEREAS, a MOU between the Parties is necessary to outline the purpose of this collaboration; NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, it is mutually understood and agreed by and between the parties hereto as follows: 1. Term a. This MOU is effective on the last date signed below (“Effective Date”) and will remain in effect through November 5, 2023 (“Expiration Date”). City may terminate the contract for cause or without cause at any time and will notify Organization as soon as possible. 2. Coordination a. Representatives from the Organization and the City will meet to set dates, times, and locations for the services. 3. City Obligations a. Waive the hourly rental fees, not including the deposit, for the use of the Reception Hall at the Cupertino Senior Center for the Organization’s 40th anniversary event (to the extent allowed by current County/State health mandates due to the COVID-19 pandemic). b. Provide staff services and support for the room setup and audio, visual, and technical setup for the anniversary event. c. Provide staff services to aid with the printing of programs for the anniversary event. 4. Organization Obligations a. Create, edit, and produce content for the Cupertino Senior Center to use to enhance promotion of program offerings. Services will include capturing videos/pictures of pre- determined activities and conducting on camera interviews of attendees. Activities will include, but are not limited to, the Senior Center Open House and 50+ Golf Tournament. b. Communicate regularly with City staff regarding scheduling or issues. 5. Compensation a. The services described above are provided by the Parties as a service to the community. Unless otherwise mutually agreed upon in writing by the parties, the Parties will not compensate (i.e. provide remuneration to) each other for the services described above. 6. Liabilities a. The Organization agrees to defend, indemnify and hold harmless the City, its 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. 7. 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. b. Amendment. Any amendment to or modification of this MOU will be effective only if in writing and signed by each Party’s 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 files 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 provisions of this MOU. f. Severability / Partial Invalidity. If any term or provision of this MOU, or its application to a particular situation, is found by the 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 10185 North Stelling Road Cupertino, CA 95014 Attention: Alex Greer Contact Info: (408) 777-1379 Alexg@cupertino.org To Cupertino TV Productions 21251 Stevens Creek Boulevard Cupertino, CA 95014 Attention: Valerie Jeffery Contact Info: vajeffery@aol.com 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 A Municipal Corporation By Name Title Date Cupertino TV Productions By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date VAJeffery VAJeffery Celebration Chairman Aug 23, 2023 Christopher D. Jensen Rachelle Sander Director of Parks and Recreation Aug 29, 2023 Aug 29, 2023 CTVP and City MOU Final Final Audit Report 2023-08-29 Created:2023-07-25 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAS9YYh6BW8jtlzWYX0kRiHzQxPJYnLPVp "CTVP and City MOU Final" History Document created by Kevin Khuu (KevinK@cupertino.org) 2023-07-25 - 7:21:01 PM GMT- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-07-25 - 7:33:30 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-08-22 - 5:47:00 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to vajeffery@aol.com for signature 2023-08-22 - 5:47:01 PM GMT Email viewed by vajeffery@aol.com 2023-08-22 - 6:41:24 PM GMT- IP address: 104.28.124.96 Signer vajeffery@aol.com entered name at signing as VAJeffery 2023-08-23 - 6:19:05 PM GMT- IP address: 97.84.69.231 Document e-signed by VAJeffery (vajeffery@aol.com) Signature Date: 2023-08-23 - 6:19:07 PM GMT - Time Source: server- IP address: 97.84.69.231 Document emailed to christopherj@cupertino.org for signature 2023-08-23 - 6:19:09 PM GMT Email viewed by christopherj@cupertino.org 2023-08-24 - 3:23:32 AM GMT- IP address: 104.28.123.88 Email viewed by christopherj@cupertino.org 2023-08-29 - 6:06:36 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-08-29 - 6:07:46 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-08-29 - 6:07:48 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2023-08-29 - 6:07:50 PM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2023-08-29 - 6:08:47 PM GMT- IP address: 104.47.74.126 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2023-08-29 - 6:15:57 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-08-29 - 6:15:58 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-08-29 - 7:51:57 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-08-29 - 7:52:08 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-08-29 - 7:52:08 PM GMT