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00-042 Leadership Cupertino--, ~¢ C~ ~~~ 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.