HomeMy WebLinkAboutStaff Report 416-07City of Palo Alto
City Manager’s Repor
TO:
ATTN:
FROM:
HONORABLE CITY COUNCIL
POLICY AND SERVICES COMMITTEE
CITY MANAGER DEPARTMENT: COMMUNITY SERVICES
DATE:NOVEMBER 14, 2007 CMR: 416:07
SUBJECT:APPROVAL OF A MUTUAL COOPERATION AND SUPPORT
AGREEMENT WITH THE FRIENDS OF THE PALO ALTO JUNIOR
MUSEUM AND ZOO
RECOMMENDATION
Staff requests that the Policy and Services Committee recommend to the Council the approval of
a mutual cooperation mad support agreement with the Friends of the Palo Alto Junior Museum
and Zoo (Attachment A).
BACKGROUND
The Friends of the Palo Alto Junior Museum and Zoo (Friends) have played an inte~al role in
the support and operation of the Palo Alto Junior Museum and Zoo (JMZ) since their inception
in 1962. (Note that from 1962 tln’ough 1990 the ~oup was called the Junior Museum and Zoo
Associates.) In 2002, the Friends approached the City of Palo Alto to create a public-private
partnership with the intent to raise the capital funds required to renovate the JMZ facility (CMR
442:02). Although progress has been made, that goal has yet to be realized; the Friends have
continued to be an active advocate and support organization for the JMZ program.
In February 2007, a Council Colleagues Memo from then Vice-Mayor Klein and Council
members Beecham aaad Mossar requested that staff work with the Friends to explore the
possibility of a new public/nonprofit partnership that would stren~hen the ties between the City
and the Friends and that the outcome of any partnership agreement would be conting.ent on the
completion of a revised public/private partnership policy. The revised policy was approved by
Council in June 2007.
Since the approval of the Colleagues Memo, staff has worked with representatives of the
Friends’ board of directors and with Rick Smith, a nonprofit sector management consultant hired
by the Friends, to develop a concept for the proposed public/nonprofit partnership.
DISCUSSION
In order to enhance their efforts as a support organization, the Friends proposes the partnership
between the City and the Friends be stren~hened via a written agreement that provides the
CMR:416:07 Page 1 of 3
Friends greater opportunity to play a role in program planning. By being more engaged in the
decision-making process, the Friends’ board and staff believe the potential for outside funding is
increased by enhancing the JMZ program’s organizational capabilities and by providing a higher
degree of o~ership by the Friends’ board of directors and its members.
This partnership concept has as its model a successful arrangement that the Randall Museum
Friends, a 501-3c nonprofit corporation, has with the Parks and Recreation Department of the
City of San Francisco. The Randall Museum is quite similar to the JMZ program. That
agreement unites the efforts of the Randall Friends’ group with the Randall Museum staff to
improve the museum and its uses. The Randall Museum Friends support the mission of the
museum by serving as its fundraising arm and by providing volunteer resources, while it is
working closely and cooperatively with City-paid museum management and staff.
The attached agreement uses the basic concepts of the Randall partnership and provides a
framework whereby the Friends’ board members and staff are integrated into the operation of the
JMZ. The proposed agreement provides the opportunity for the Friends to participate in short-
and long-term planning efforts, have use of the facilit3’ for administrative and fundraising efforts
and for Friends’ staff to attend the JMZ manager’s staff meetings. The Friends’ responsibility is
to be fully committed to raising the outside funds and providing volunteer resources required to
meet a mutually developed annual work plan.
To further unite the partnership, the City will play a more active role with the Friends. Examples
of City participation will include nominating the JMZ manager as an ex-officio member of the
Friends’ board, asking the Council to provide a liaison to the Friends’ board, and enabling the
City-paid staff work in unison with Friends’ staff to realize mutual goals.
Final responsibility for the planning and operation of the JMZ pro~am will continue to lie with
the City, but the Friends will participate with a higher level of engagement than ever before in
planning and implementing JMZ activities.
RESOURCE IMPACT
No additional City resources are required and it is anticipated that this partnership will lead to
enhanced progran and capital funding over the life of the agreement.
POLICY IMPLICATIONS
This partnership would be categorized as a Joint Venture under the City’s Public/Private
Partnership Policy.
ENVIRONMENTAL REVIEW
This is not a project under the California Enviroimaental Quality Act.
ATTACHMENTS
Attachment A:Agreement Between The City Of Palo Alto And The Friends Of The Junior
Museum and Zoo For Mutual Cooperation And Support
CMR:416:07 Page 2 of 3
PREPARED AND APPROVED BY:
RICHARD JAMES
Community Services Director
CITY MANAGER APPROVAL:
SON
Assistant City Manager
CMR:416:07 Page 3 of 3
Contract No.
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
THE FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO
FOR MUTUAL COOPERATION AND SUPPORT
Dated as of ., 2007
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TABLE OF CONTENTS
Section
1
2
3
4
5
6
7
8
9
10
11
12
Description
Term; Extension; Termination
Responsibilities of the Parties
General License to the Friends
Insurance
Indemnity
Waiver
No Propel~2¢ Rights
Assigmnent
Independent Contractor
Nondiscrimination
Notices
Miscellaneous
Pa~oe
3
4
6
6
8
9
9
9
9
9
10
10
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Development Plan for the JMZ
Long-te~Tn Strategic plan for the JMZ
Am~ual Work Plans
Insurance Requirements
Certification of Nondiscrimination
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AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE
FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO
FOR MUTUAL COOPERATION AND SUPPORT
This MLJTUAL COOPERATION AND SUPPORT AOREEMENT (the
"Agreement"), dated, for convenience, ,2007 (the "Effective Date"), is
entered into by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (the "City-"), and the FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO,
a California public benefit corporation organized under the California Nonprofit Public Benefit
Col]9oration Law (the "Friends") (individually, a "Part3?’ and, collectively, the "Parties"), in reference
to the following facts and circumstances:
RECITALS:
1. The City owns and operates the Junior Musemn (the "Museum") and Zoo
(collectively, the "JMZ"), located at 145! Middlefield Road, Palo Alto, CA 94301. The JMZ is a
program of the City’s Community Services Department (the ’:Department") and exists within the
Department’s Arts and Sciences division.
2. The Friends have assisted the City’s JMZ staff in supporting and advocating on behalf
of JMZ operations, programs and activities over the past thirty-eight ?rears. The Friends intend to
benefit the City and the Palo Alto community by providing certain services, which the Parties intend
to be rendered in accordance with the general scope of the City’s City Manager (the "City Manager")
policy on Public/Private Partnerships. By this Agreement, the Friends will, at the direction of the
City Manager, or designee, and through the use of both City and/or Depm’tment employees and JMZ
staff-supervised and unpaid comrnunity volunteers, support the operations- and education-related
programs, activities and opportunities offered by or within the JMZ.
3. The Parties wish to more closely collaborate and mutually cooperate and support each
other in the future, to improve, enhance and sustain the capacity of the JMZ to develop and provide
educational opport~.mities and related services to the Palo Alto cormnunity.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing recitals and the following covenants,
terms, conditions and provisions of this AN’eement, the Parties a~ee:
SECTION 1. TERM: EXTENSION: TERMINATION
1.1 This Agreement will commence on the Effective Date, and the initial term is three (3)
years (the "Term"), unless it is earlier terminated by a Party as herein provided.
1.2 The Term may be extended by the Parties for one (1) additional term of three (3) years
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(the ~:Extension Term"); provided, however, the City may require the City Council’s approval of the
Extension Term.
1.3 A Parry may terminate for convenience this Agreement, in whole or in part, by giving
the other Part?, no less than ninety (90) days’ prior written notice.
1.4 This Agreement is subject to the fiscal provisions of the Charter of the City of Palo
Alto and the Palo Alto Municipal Code (the "PAMC"). This Agreement will terminate without
penalty: (A) at the end of any fiscal year in the event that funds are not appropriated for the following
fiscal year; or (B) at any time within a fiscal year in the event that funds are appropriated for a
portion of the fiscal year and funds for this Agreement are no longer available. This Section 1.4 will
take precedence in the event of a conflict with any other covenant, term, condition or provision of
this Agreement and the Exhibits. Nothing in this Section 1.4 is intended to affect the Friends’ rights
and remedies as may be available under applicable laws.
SECTION 2. RESPONSIBILITIES OF THE PARTIES
2.1 The responsibilities of the City will (or may) include the following:
A. The management of the JMZ facilities, programs and the City’s staff employees,
including any and all City-hired contractors, subcontractors, consultants and volunteers. The City
will hire, supervise, evaluate and otherwise exercise supervision and contro! of its employees. The
City may permit the Friends’ duly authorized representatives to participate in the interview process
for the hiring of a permanent manager of the JMZ (the °:JMZ Manager");
B. The feeding, care and maintenance of the JMZ wildlife residents and basic
maintenance and repair of the JMZ facilities as well as the furnishing of internal and external
landscaping and utility services to the JMZ;
C. The selection of one or more individuals to serve as the City’s liaison(s) to the
Friends’ board of directors and/or any board con~nittees (the "Board"), including (1) a Council
Member, if any, who will serve as the official liaison of the City to the Board, and (2) the JMZ
Manager, whose duties may include providing assistance to the Friends, including the Board, in
selected fundraising activities, as may be directed or approved by the City Manager, or designee;
D. The review of all community--related activities that the Friends may propose for
inclusion in the JMZ programs. All activities of the Friends will be pre-approved by the JMZ
Manager, or designee;
E. Develop and provide educational programs relating to JMZ and supervise community
volunteers in connection therewith;
F. Manage the JMZ collections and supervise the accessioning, deaccessioning,
cataloging, and conservation of the JMZ permanent collection in accordance with City, Department,
Museum, state, and federal laws and applicable professional standards; and
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O. Any other obligation(s) that the City, Department or the Museum may undertake in
accordance with this A~’eement, upon reasonable notice to the Friends; provided, however, any- such
undertaking will be memorialized, in writing, by an amendment to this A~eement, in order that such
undertaking will be binding upon the City.
2.2 The responsibilities of the Friends will (or may) include the following:
A. The supera, ision and management of its directors, officers, employees, volunteers,
contractors, subcontractors and consultants, while they, and each of them, are performing obligations
on behalf of the Friends pursuant to this Agreement;
B. The rendering of assistance to the JMZ Manager (through the Board and!or staff), at
the JMZ Manager’s request, including voluntary attendance and contribution at staff meetings of the
JMZ Manager;
C. The provision and staffing of programs to educate the public about the JMZ and its
programs and amenities, and the mobilization of volunteers for JMZ projects and pro~ams;
D. The development and implementation of a development plan for the JMZ (the
"Friends Plan"), as described in Exhibit "A," that is consistent with the JMZ strategic plan, refen’ed
to in Section 2.3(A), and the annual work plan(s), refen’ed to in Section 2.3(B). The Development
Plan will include donor ac "knowledgment and activities consistent with City policies and practices;
and
E. The rendering of other services beyond those spelled out in the annual JMZ Plan and
related to the preservation, protection and enhancement of the JMZ, will be approved, in writing, by
the JMZ Manager.
2.3 The responsibilities of the Parties Will (or may) include the following:
A. Under the direction of the JMZ Manager, develop a long-term strategic plan to
enhance and improve the vision of the JMZ (the °~Strategic Plan"), as described in Exhibit "B;"
B. Under the direction of the JMZ Manager and consistent with the Strategic Plan,
develop an annual work plan (the "JMZ Plan"), as described in Exhibit ~C," and, on an annual basis,
effective July 1 of each year, establish progam, budget, fundraising and administrative and
operational priorities and activities for each fiscal year of operations. The JMZ Plan will delineate
the rights and obligations of the Parties and identify each Party’s duty authorized representative. The
JMZ Plan will include, without limitation, specific cash handling procedures to be followed by the
Parties and the dispute resolution procedures for informally resolving differences of opinion of each
Party regarding the substance and/or implementation of the JMZ Plan; and
C. In regard to the JMZ Plan, the Parties will review, on a quarterly basis, any progress
made in reaching and/or exceeding the goals of the JMZ Plan, including budget goals. The Parties
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will evaluate, annually, the JMZ Plan.
2.4 The responsibility of either Party or the Parties in regard to any capital improvement
project ("CIP") for the JMZ will not be established by this Agreement. The Parties agree to reserve
for future consideration any existing or future CIP for the JMZ, including the scope of a capital
fundraising program and the responsibilities of each Patty in regard to thereto. The provision of any
CIP may be addressed by amendment to this Agreement or by separate instrument, as detel~ined by
the Parties.
2.5 To the extent this Section 2 does not specifically identify the Party who will be
primarily responsible for any action or decision in regard to the JMZ, the Parties agree that the City
will be the party to assume all rights and obligations in connection with such decision.
SECTION 3. GENERAL LICENSE TO THE FRIENDS
3.1 The City hereby grants the Friends, its directors, officers, employees, contractors,
subcontractors and consultants a nonexclusive license to enter upon and use the JMZ facilities in
connection with the Friends’ execution of its individual and/or joint responsibilities established by
the JMZ Plan, including, but not limited to, organizing small group meetings and large
groupicommtmity meetings and events at the JMZ, such as fundraising events, programs, and tours
of the JMZ facilities, and using the office space afforded to the Friends for their use at the JMZ
facilities in connection with this Agreement. Any use of the JMZ facilities will be approved by the
JMZ Manager in regards to progrmn scheduling, space availability, and the functionality of shared
JMZ spaces for staff use. The City will provide to the employees of the Friends security card access
to the JMZ; any additional cards will be approved by the JMZ Mmaager, upon request, in w-riting.
SECTION 4. INSURANCE
4.1 As of the Effective Date, the Friends, at its sole cost and expense, will obtain and
maintain the following insurance coverage, and as farther described in Exhibit "D," acceptable to the
City’ s insurance risk manager (the "Risk Manager") in full force and effect dm-ing the Term, insuring
not only the Friends but, with the exception of worker’s compensation and employer’s liability
insurance, naming the City- as an additional insured, concerning the Friends’ participation under this
Agreement.
POLICY MINIMUM LIMITS OF LIABILITY
WORKER’S
COMPENSATION
COMPREHENSIVE
AUTOMOBILE
LIABILITY
Statutory
Bodily Injury $1,000,000 ea. person
Property Damage $1,000,000 each person,
including owned, hired, and non-owned
automobiles
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COMPREHENSIVE
GENERAL
LIABILITY
Bodily Injuu $1,000,000 each person,
$1,000,000 each occurrence,
$1,000,000 aggregate
including products,
Property Damage $1,000,000 each occun’ence
completed operations,
Personal Injury $1,000,000 each occurrence,
broad form contractual, and personal injury.
4.2 Any deductibles or self-insured retentions must be declared to and approved by the
Risk Manager. At the City’s option, the insurer will reduce or eliminate such deductibles or self-
insured retentions as respects the City. The Friends’ insurance will be carried in full force and effect
on or before the Effective Date. Every insurance policy required by this Agreement will contain the
following or substantially similar clauses:
"This insurance shall not be canceled, limited in scope of coverage or nonrenewed
until after thirty (30) days written notice has been given to: City of Palo Alto/Junior
Museum and Zoo Manager, P.O. Box 10250, Palo Alto, CA 94303".
"All rights of subrogation are hereby waived against the City of Palo Alto and the
members of the City Council and elective or appointive officers or employees, when
acting within the scope of their employment or appointment."
"The City of Palo Alto is added as an additional insured as respects operations of the
named insured at or from the JMZ."
"It is ageed that any insurance maintained by the City of Palo Alto will apply in
excess og and not contribute to, insurance provided by this policy."
Evidence of Insurance Coverage and!or Changes wil! be, as follows:
Certificate of Insurance. The Friends a~’ee to deposit with the JMZ Manager before
the effective date of this Agreement, certificates of insurance necessary to satisfy the
City that the insurance provisions of this Ageement have been complied with, and to
ensure that such insurance is kept in effect, with the certificates on deposit with the
City’, during the Term. Should the Friends fail to provide evidence of such required
coverage at least three (3) days prior to the expiration of any existing insurance
coverage, the City may purchase such insurance, on behalf of and at the sole expense
of the Friends, to provide an additional six-month period of coverage.
Review of Coverage. The City will retain the right, at an3’ time, to review the
coverage, form, and amount of the insurance required hereby. If, in the opinion of
the Risk Manager, the insurance provisions in this Agreement do not provide
adequate protection for the City and for members of the public using the JMZ, the
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City Manager, or designee, may require an amount to provide adequate protection as
determined by the Risk Manager. The City’s requirements shall be reasonable and
shall be designed to assure protection from and against the kind and extent of risk
which exists at the time a change in insurance is required.
Co Changes in Coverage. The City Manager, or designee, will notify the Friends, in
w~’iting, of any change(s) in the insurance requirements; if the Friends does not
deposit copies of acceptable insurance policies (or certificates) with the City, to the
attention of the Risk Manager, incorporating such changes within sixty (60) days of
receipt of such notice, or in the event the Friends fail to ensure that the required
insurance coverage is maintained in effect, the City may terminate this Agreement in
accordance with Section 1.
No Limit of Liability. The procuring of such required policy or policies of insurance
will not be construed to limit the Friends’ liability hereunder or to fulfill the
indemnification provision and requirements of this Agreement. No~dthstanding the
policy or policies of insurance, the Friends will be obligated for the full and total
amount of any damage, injm)~, or loss caused by or connected with this Agreement,
with the Friends’ use of the JMZ.
Eo Acceptability of Insurers. Insurance shall be placed with insurers with a current A.M.
Best’s rating of no less than A:X.
SECTION 5. INDEMNITY
5.1 Except as provided under Section 5.2, the Friends hereby waive all claims, liability
and recourse against the City, including the right of contribution for loss or damage of or to persons
or property arising from, growing out o~ or in any way connected with or related to this Agreement.
The Friends will protect, indemnify, hold harmless and defend the City, its officials, officers,
employees, representatives and agents, from and against any and all claims, losses, liability,
demands, damages, costs, expenses or attorneys’ fees, caused by or arising out of the Friends’
negligent acts or omissions, or willful misconduct, in the performance or nonperformance of its
obligations under the covenants, terrns, conditions and provisions of this Agreement. The preceding
sentence notwithstanding, no personal liability will attach to any Board member under the provisions
of this Section 5 for any negligent action or inaction~ In the event the City is named as co-defendant,
the Friends will notify, in writing, the City, to the attention of the City’s City Attorney (the "City
Attorney"), of such fact and it will represent the City in such legal action, unless the City undertakes
to represent itself as co-defendant in such legal action, in which event the Friends will pay to the
CITY its reasonable litigation costs and expenses, including reasonable attorneys’ fees.
5.2 The City will protect, indemnify, hold harmless and defend the Friends, its directors.
officers, employees and agents, against any and all claims, losses, liability, demands, dmnages, costs,
expenses or attorneys’ fees arising out of the City’s negligent performance or nonperformance of its
obligations under the terms of this Agreement.
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SECTION 6. WAIVER
6.1 The waiver by either Patty of any breach or violation of any covenant, term, or
condition of this Agreement or of the provisions of the PAMC or other City, law, rule or regulation,
will not be deemed to be a waiver of an?, such covenant, term, condition, or provision or of any
subsequent breach or violation of the same or an?, other covenant, term, condition, or provision. The
subsequent acceptance by either Party.- of any consideration which may become due or payable
hereunder will not be deemed to be a waiver of an?, preceding breach or violation by the other Party
SECTION 7. NO PROPERTY RIGHTS
7.1 The Parties agree that this Agreement will not confer an?, property right upon the
Friends, its directors, officers, employees, volunteers, contractors, subcontractors or consultants.
Any work performed for the benefit of the JMZ and any improvements placed or constructed at the
JMZ will conform to the City’s standards and approved by the City Manager, or designee, and will,
upon acceptance, become the property of the City’.
SECTION 8. ASSIGNMENT
8.1 Neither Patty may assign, transfer, or convey this Agreement or any interest that it
may have in this Agreement without the other Patty’s express consent or approval. Any attempted
assigun~ent without the required consent or approval will be void and will confer no right, title, or
interest in or to this Agreement, or part thereof. In the event of an unauthorized assignment, at the
option of the Party not making the assig~ent, this Agreement may be terminated upon reasonable
notice to the Party malting the assigmnent.
SECTION 9. INDEPENDENT CONTRACTOR
9.1 In the exercise of its rights and responsibilities under this A~eement, the Friends act
at all times as an independent contractor and not as an emp!oyee of the City. Nothing in this
Agreement will be construed to establish a partnership, joint venture, ~’oup, pool, syndicate or
agency between the Parties. No provision contained herein will be construed as authorizing or
empowering either Part?., to assume or create any obligation or responsibility whatsoever, express or
implied, on behalf., or in the name of.. the other Party, in any manner, or to make any representation,
warranty or commitment on behalf of the other Party. In no event will either Party be liable for (a)
any loss incurred by the other Party in the course of its performance hereunder, or (b) any debts,
obligations or liabilities of the other Part3’, whether due or to become due.
SECTION 10. NONDISCRIMINATION
10.1 The PAMC prohibits discrimination in the employment of any individual under this
Agreement because of race, skin color, gender, age, religion, disability, national origin, ancestry,
sexual orientation, housing status, marital status, familial status, weight or height of that person. The
Foundation acknowledges that it has read and understands the provisions of PAMC Chapter 2.30
relating to nondiscrimination in employment and the penalties for violations thereof, and it agees to
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comply with all requirements of PAMC Chapter 2.30 pertaining to nondiscrimination in
employment, including the completion, execution and submission to the City of the Certification of
Nondiscrimination, as described in Exhibit "E."
SECTION 11. NOTICES
11.1 Any notice, request, consent or approval by a Party that is required to be furnished by
this Agreement, will be given, in "a~’iting, and delivered by personal service, the United States Postal
Service, mailed, first class, postage prepaid, or by facsimile transmission, to the following:
To CITY:To FRIENDS:
City- Clerk
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
Executive Director
Friends of the Palo Alto Junior
Museum and Zoo
1451 Middlefield Road
Palo Alto, CA 94303-4303
with a copy to:
Manager, Junior Museum and Zoo
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
SECTION 12. MISCELLANEOUS
12.1 This Agreement will be governed by and construed in accordance w-ith the laws of the
State of California and the Charter of the City of Palo Alto and the Palo Alto Municipa! Code. The
Parties will comply with all applicable federal, state and local laws in the exercise of their rights and
the perforrnance of their obligations under this Agreement.
12.2 All covenants, terms, conditions, and provisions of this Agreement, whether
covenants or conditions, will be deemed to be both covenants and conditions.
12.3 This Agreement represents the entire agreement between the Parties and supersedes
all prior negotiations, representations and contracts, w~’itten or oral. This Agreement may be
amended by an instrument, in writing, signed by the Parties. This Agreement may be executed in an3,
number of counterparts, each of vvhich will be an original, but all of which together will constitute
one and the same instrument.
12.4 All exhibits referred to in this Agreement are by such references incorporated in this
Agreement and made a part hereof. The following exhibits are (or will be) made a part of this
Agreement:
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Exhibit "A" - Development Plan for the JMZ
Exhibit "B" - Long-Term Strategic Plan for the JMZ
Exhibit "C" - Ammal Work Plans (commencing with "C-1 ," "C-2," and so forth)
Exhibit "D:’ - Insurance Requirements
Exhibit "E:’- Certification of Nondiscrimination.
12.5 At the request of the City, the Friends will furnish to the City Attorney for the City’s
review and approval copies of its articles of organization, operating a~’eement, and other i~ffonnation
relating to its organization status.
12.6 The Parties agree that the normal rule of construction to the effect that any ambiguity
is to be resolved against the drafting party will not be employed in the interpretation of this
Agreement, the Exhibits, or any amendment thereto.
12.7 In the event that an action is brought, the Parties agree that trial of such action will be
vested exclusively in the state courts of California or in the United States District Court for the
Northern District of California in the Count3, of Santa Clara, State of California.
12.8 The prevailing Party in an?, action brought to enforce the provisions of this Ageement
may recover its reasonable costs and attorneys’ fees expended in connection with that action.
12.9 If a court of competent jurisdiction finds or rules that any provision of this
Agreement, the Exhibits, or any amendment thereto, is void or unenforceable, the unaffected
provisions of this Agreement, the Exhibits, or any amendment thereto, will remain in full force and
effect.
12.10 The term "day" means a calendar day, unless a "business day" is specified; for the
purposes of this Agreement, "business day" excludes any "Regulm" Holiday" or "Other Special Day"
referred to in PAMC Section 2.08.100 or any Friday that is considered a ’9/80’ day, when the City
does not require employees, electing to work nine (9) business days in a ten-business days biweekly
period, to work on such days.
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1-N WITNESS WHEREOF, the Parties by their duly authorized representatives have executed
this Agreement on the Effective Date.
APPROVED AS TO FORM:CITY OF PALO ALTO
Senior Asst. Civy Attorney
APPROVED:
Cit3, Manager
FRIENDS OF THE
MUSEUM .aND ZOO
PALO ALTO JUNIOR
Director of Administrative Services Member
Director of CommunitT Services Member
Member
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CERTIFICATE OF ACI~NOWLEDGEMENT
(Civil Code § 1189)
STATE OF
) SS.
COUNTY OF )
On .2007, before me., a Notary Public in
and for said County and State, personally appeared
personally known to me or proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
WITNESS my hand and official seal.
Signature of Notary Public
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EXHIBIT "A"
DEVELOPMENT PLANS FOR THE JMZ
[tba]
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EXHIBIT "B"
LONG-TERM STRATEGIC PLAN FOR THE JK~MZ
[tba]
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EXHIBIT "C"
ANNUAL WORK PLANS
[tba]
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EXHIBIT "D"
INSURANCE REQUIREMENTS
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EXHIBIT "E"
CERTIFICATION OF NONDISCRIMINATION
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EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE
BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED
YES
YES
YES
YES
YES
TYPE OF COVERAGE
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
REQUIREMENT
STATUTORY
STATUTORY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
BODILY INJURY
EACH PERSON
EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
ALLDAMAGES
MINIMUM LIMITS
EACH
OCCURRENCE
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
AGGREGATE
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND
ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S
LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL I~IEMBERS,
OFFICERS, AGENTS, AND EMPLOYEES.
II.
INSURANCE COVERAGE MUST INCLUDE:
A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF
COVERAGE CANCELLATION; AND
A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGEFOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY.
C.DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.Ill.
ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS"
A.PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY
OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B.CROSS LIABILITY
EXHIBIT "D"
INSURANCE REQUIREMENTS
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
NOTICE OF CANCELLATION
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY
(30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF
PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITYAT LEAST A TEN (10) DAY WRITTEN
NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
EXHIBIT "E"
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not discriminate in employment of any person because of race,
skin color, gender, age, religion, disability, nationa! origin, ancestry, sexual orientation,
housing status, marital status, familial status, weight or height of such person; that they
are in compliance with all Federal, State and local directives and executive orders
regarding nondiscrimination in employment.
1.If Proposer is INDIVIDUAL, sign here:
Date:
Proposer’s Signature
Proposer’s typed name and title
If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of
the Joint Venturers shall sign here:
Partnership or Joint Venture Name (type or print)
Date:
Date:
Member of the Partnership or Joint Venture signature
The undersigned certify that they are respectively:
and
Title
Member of the Partnership or Joint Venture signature
If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows:
Title
Of the corporation named below; that they are designated to sign the Proposal Cost Form by
resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its
authenticity or Secretary’s certificate of authorization) for and on behalf of the below named
CORPORATION, and that they are authorized to execute same for and on behalf of said
CORPORATION.
Corporation Name (type or print)
By:
Title:
By:
Title:
Date:
Date:
07IO29jb 0072954