00-055 Leadership CupertinoAGREEMENT BETWEEN AND AMONG THE CITY OF
CUPERTINO, THE CUPERTIrTO CHAMBER OF
COMMERCE, THE UNIVERSITY OF CALIFORNIA, SANTA
CRUZ AND FOOTHILL DEANZA COMMUNITY COLLEGE
DISTRICT SPONSORING THF: OPERATION OF
LEADERSHIP CUPERTINO A:~TD TOMORROW'S LEADERS
TODAY
This Agreement (hereinafter "Agree:ment") is made and entered into as of July
1, 1999, (hereinafter "Effective Date") between and among the 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") and the Foothill-De~~nza 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 City, Chamber, and the District entered into
an informal agreement to sponsor "Leadership Cupertino" (hereinafter "LC"), a ten-
month course to introduce citizens to government, quasi-government and not-for-
profit organizations with the purpose of enc;ouraging and educating citizen
involvement in local political issues.
2. In 1999, UCSC joined as a 4`'' sp~~nsor 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 t:he programs are performed by the City.
4. Each program is administered by a paid executive director who works as an
independent contractor. Payments to the e~:ecutive directors are advanced by the City.
The City is reimbursed for these costs by tb.e Sponsors and other program revenues.
5. The overall supervision of both f~rograms is accomplished by a "Steering
Committee" consisting of one or more representatives from each of the sponsors.
pc/dirfl/la.l (166)2-28-00
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. Budgets
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 co~rerage with a responsible insurance carrier
approved by the Sponsors, in an amount of 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, t:he City will undertake the defense of the
same on behalf of all Sponsors. At the cone;lusion of each such proceeding above
described, the Sponsors shall forthwith reirriburse on an equal basis the City for all
losses which are not covered by the insuran~;,e policy described in Paragraph 6 above,
including the deductible amount of the policy.
8. Compliance with Laws
All Sponsors shall observe ar.~d comply with all valid laws, ordinances,
statutes, orders and regulations now or hereafter made or issued respecting this
Agreement by any federal, state, county, loc;al 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 address for receipt of notices under this
Agreement by notice given in the manner provided herein.
pc/dir/1/la.l (166)2-28-00 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 F City of Cupertino
'/
T. Kilian, (city Attorney
v Mayor, City of Cupertino
Attest: ~
City Clerk
University of California, Santa Cruz
By_
Dean
Cupertino Chamber of Commerce
By
President
Foothill-DeAnza Community College
District
By:
Vice Chancellor
By:
President
pc/dir/1/la.l (166)2-28-00 4
10. Amendments
This Agreement represents th~~ entire understanding and expression of
the Sponsors' Agreement as to those matter:. 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 dl.lly 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. [~o third party or parties shall have the
claim or right of action under this Agreemer.~t for any cause whatsoever.
The Sponsors acknowledge and acce~~t the terms and conditions of this
Agreement as evidenced by the following si;;natures 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 1\~Iayor, City of Cupertino
~.ttest:
City Clerk
University of California, Santa Cruz
Foothill-DeAnza Community College
L-istrict
By
Dean
Cupertino Chamber of Commerce
B ~~- ~ ti~
President
>?,y:
Vice Chancellor
B,y:
President
~~~~
pc/dir/1/la.l(166)2-28-00 4
10. Amendments
This Agreement represents the entire understanding and expression of
the Sponsors' Agreement as to those matter;~ 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 Spons~~rs that this Agreement shall become
effective as of July 1, 1999.
Approved as to Form:
Charles T. Kilian, City Attorney
University of California, Santa Cruz
Dean
Cupertino Chamber of Commerce
By
(;ity of Cupertino
1'~Iayor, City of Cupertino
Attest:
City Clerk
I~ oothill-DeAnza Community College
District
I;y:
Vice Chancellor
I3y:
President
President
p~iasTnna.i~ibb>2-ZS-oo 4
10. Amendments
This Agreement represents the entire understanding and expression of
the Sponsors' Agreement as to those matter;~ 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 Spons~~rs that this Agreement shall become
effective as of July 1, 1999.
Approved as to Form:
Charles T. Kilian, City Attorney
(;ity of Cupertino
P~Iayor, City of Cupertino
~~ttest:
City Clerk
University of California, Santa Cruz
By_
Dean
Cupertino Chamber of Commerce
BY.
President
Foothill-DeAnza Community College
District
I;y. r.
Vi cellor
I3y•
President
pc/dir/1/la.l(166)2-28-00 4
CONTRACT FOR EXIE:CUTIVE DIRECTOR
LEADERSHIP CUPERTINO
THIS CONTRACT is entered into on Jule 1, 1999, by and between the 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 (he;reinafter the "District"); the parties may also be
referred to collectively as "The Sponsors", and D;artyl Stow, hereinafter called "Consultant".
WHEREAS, the SPONSORS are in need 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 follow:::
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 may be 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 delivery 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.
~~
~y
~.
RESOLUTIOII NO. 00-090 c
A RESOLUTION OF THE CITY COUIJCIL OF THE CITY OF CUPERTINO
AUTHORIZING EXECUTION OF AGREEMENT BETWEEN AND AMONG THE
CITY OF CUPERTINO, THE CUPERTDVO CHAMBER OF COMMERCE, THE
UNIVERSITY OF CALIFORNIA, SAN'CA CRUZ AND FOOTHILL DE ANZA
COMMUNITY COLLEGE DISTRICT SPONSORING THE OPERATION OF
LEADERSHIP CUPERTINO AND TOMORROW'S LEADERS TODAY
WHEREAS, there has been presented to the City Council, at a regular meeting of
the City Council, held on March 20, 2000, at 10300 Torre Avenue, Cupertino, California,
a proposed agreement between and among the City of Cupertino, the Cupertino Chamber
of Commerce, the University of California, Santa Cruz and Foothill De Anza Community
College District sponsoring the operation of Leadership Cupertino and Tomorrow's
Leaders Today and said agreement having been approved by the City Attorney;
NOW, THEREFORE, BE IT RESOLVED THAT THE Mayor and the City Clerk
are hereby authorized to sign the aforementioned agreement on behalf of the City of
Cupertino.
PASSED AND ADOPTED at a regul;~r meeting of the City Council of the City of
Cupertino this 20~' day of March, 2000, by thy: following vote:
Vote Members of the City Council
AYES: Burnett, Chang, James, Lowenthal, Statton
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST:
/s/Kimberly Smith
City Clerk
APPROVED:
/s/John Statton
Mayor, City of Cupertino
THIS IS TO CERTIFY THAT THE WITHIW
INSTRUMENT IS A TRUE AND CORRECT COPY 01=
THE ORIGINAL FI W TENS OFFICE.
ATTEST (DATE) ~~~_
CIT" OF THE cmr oF;~U~RTINO /
sY, ~ i ~ ~ _