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HomeMy WebLinkAboutStaff Report 443-07City of Palo Alto City Manager’s Report TO: FROM: HONO1L~BLE CITY COUNCIL CITY MANAGER DEPARTMENT: COMMUNITY SERVICES DATE:DECEMBER 17, 2007 CMR: 443:07 SUBJECT:RECOMMENDATION FROM POLICY AND SERVICES COMMITTEE TO APPROVE A MUTUAL COOPERATION AND SUPPORT AGREEMENT WITH THE FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO RECOMMENDATION The Policy and Services Committee reconvnends that the Council approve a mutual cooperation and support agreement with the Friends of the Palo Alto Junior Museum and Zoo. COMMITTEE REVIEW AND RECOMMENDATIONS At its November 14, 2007 meeting, the Policy and Services Committee voted (3-0) to recommend City Council adoption of a mutual cooperation and support agreement with the Friends of the Palo Alto Junior Museum and Zoo. The Committee also voted to remove reference to 3 of the 5 exhibits from the agreement. These included the Friend’s development plan; Junior Museum and Zoo long range plan; and Junior Museum and Zoo ammal plan. These plans are still to be developed with the approval of the mutual cooperation and support agreement. The attached agreement reflects these revisions. POLICY IMPLICATIONS This partnership would be categorized as a Joint Venture under the City’s Public/Private Partnership Policy. ATTACHMENTS Attachment A: Attaclmaent B: Attachment C: Agreement Between the City of Palo Alto mad the Friends of the Palo Alto Junior Museum and Zoo for Mutual Cooperation and Support CMR 416:07 Minutes from November 14, 2007 Policy and Se~wices Committee CMR:443:07 Page 1 of 2 PREPARED BY: APPROVED BY: L!NDA C1L~IGHEAD Division M,anager/, Arts & Sciences Communify S{rvices Director CITY MANAGER APPROVAL: EB~iLY HARRISON ....... Assistm~t City Manager CMR:443:07 Page 2 of 2 A~tachmenf A 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 071031 jb 0072940 TABLE OFCONTENTS Section Description 1 Term; Extension; Termination 2 Responsibilities of the Parties 3 General License to the Friends 4 Insurance 5 Indelm~ity 6 Waiver 7 No Property Rights 8 Assigmnent 9 Independent Contractor 10 Nondiscrimination 11 Notices 12 Miscellaneous Pa~e 3 4 6 6 8 9 9 9 9 9 10 10 Exhibit "A" Insurance Requirements Exhibit"B" Certification of Nondiscrimination 07!031 jb 0072940 2 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE FRIENDS OF THE PALO ALTO JUNIOR MUSEUM AND ZOO FOR MUTUAL COOPERATION AND SUPPORT This MUTUAL COOPERATION AND SUPPORT AGREEMENT (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 Corporation 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 Museum (the "Museum") and Zoo (collectively, the "JMZ"), located at 1451 Middlefield Road, Palo Alto, CA 94301. The JMZ is a program of the City’s Con:anunity Services Department (the "Department") at~d 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 mad activities over the past thirty-eight ?,ears. The Friends intend to benefit the City and the Palo Alto community by providing certain services, which the Pro-ties 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, mad tt~rough the use of both City and!or Depat-tment employees and JMZ staff-supervised and unpaid community 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, emhance and sustain the capacity of the JMZ to develop and provide educational opportunities and related services to the Palo Alto con’nnunity. AGREEMENT: NO\V, THEREFORE, in consideration of the foregoing recitals and the following covenants, terms, conditions and provisions of this Agreement, the Parties agee: SECTION 1. TEP,_M: EXTENSION: TERMINATION 1.1 This A~’eement will commence on the Effective Date, and the initial term is three (3) 3’ears (the "Term"), unless it is earlier terminated by a Pat-ty as herein provided. 1.2 The Term may be extended by the Pat’ties for one (1) additional term of three (3) years 071031jb 0072940 (the "Extension Term"); provided, however, the City may require the City Council’s approval of the Extension Term. 1.3 A P alv~, may terminate for convenience this Agreement, in whole or in part, by giving the other Pa~¢y no less than ninety (90) days’ prior w~’itten 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 mad 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, progran~s 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 super~;ision and control of its employees. The City may permit the Friends’ duly authorized representatives to participate in the inter~,iew 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 aid 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 committees (the "Board"), including (1) a Council Member, if any, who will selwe 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 pro~ams relating to JMZ and super~,ise community volunteers in comaection therewith; F. Manage the JMZ collections and supe~wise the accessioning, deaccessioning, cataloging, and conservation of the JMZ permanent collection in accordance with City, Depamnent, Museum, state, and federal laws and applicable professional standards; and 071031 .ib 0072940 G. Any other obligation(s) that the City, Department or the Museum may undertake in accordance with this Agreement, upon reasonable notice to the Friends; provided, however, any such undertaking will be memorialized, in ~,~’iting, by an amendment to this Agreement, 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 supervision 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 A~’eement; B. The rendering of assistance to the JMZ Manager (ttv’ough the Board and!or staff), at the JMZ Manager’ s request, including voluntat)~ attendance and contribution at staffmeetings of the JMZ Manager; C. The provision and staffing of programs to educate the public about the JMZ and its progran~s and atnenities, and the mobilization of volunteers for JMZ projects and programs; D. The development and implementation of a development plan for the JMZ (the ;*Friends Plan"), that is consistent with a JMZ strategic plan, refen’ed to in Section 2.3 (A), and an annual work plan(s), refel~’ed to in Section 2.3(B). The Development Plan will include donor aclcnowled~nent and activities consistent with Cib~ policies and practices; and The rendering of other ser~dces beyond those spelled put in the atmual JMZ Plan and related to the preservation, protection and e~ancement of the JMZ, will be approved, in writing, by the JMZ Manager. 2.3 The responsibilities of the Pro-ties will (or may) include the following: A. Under the direction of the JMZ Manager, develop a long-term strategic plan to erJ~ance and improve the vision of the JMZ (the :~Strategic Plan"). B. Under the direction of the JMZ Manager and consistent with the Strategic Plan, develop an annual work plan (the ~JMZ Plan"), and on an annual basis, effective July 1 of each year, establish program, 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 duly authorized representative. The JMZ Plata 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 will evaluate, annually, the JMZ Plan. 07!03lib 0072940 2.4 The responsibility of either Pm~y or the Parties in regm’d to may 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 progran~ and the responsibilities of each Part), in regard to thereto. The provision of any CIP may be addressed by amendment to this Agreement or by separate instrument, as detelTnined by the Parties. 2.5 To the extem this Section 2 does not specifically identify the Pm~o~ who will be primarily responsible for any action or decision in regard to the JMZ, the Par~ies a~ee that the CitT will be the party to assume all rights and obligations in com~ection with such decision. SECTION 3. GENER_a_L 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 comaection with the Friends’ execution of its individual and/or j oint responsibilities established by the JMZ Plan, including, but not limited to, organizing small ~oup meetings and large group/community meetings and events at the JMZ, such as fundraising evems, progrmns, and tours of the JMZ facilities, and using the office space afforded to the Friends for their use at the JMZ facilities in comaection with this Agreement. Any use of the JMZ facilities will be approved by the JMZ Manager in regards to program scheduling, space availabiliD,, and the functionaliB* of shared JMZ spaces for staff use. The City will provide to the employees of the Friends securitT card access to the JMZ; any additional cards will be approved by the JMZ Manager, upon request, in writing. SECTION 4. ~:SURANCE 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 ~;A," acceptable to the City’s insurance risk manager (the "Risk Manager") in full force and effect during the Term, insuring not only the Friends but, with the exception of worker’s compensation and employer’s liability insurance, naming the Cib, as an additional insured, concerning the Friends’ participation under tl~is Agreement. POLICY MINIMUM LIMITS OF LIABILITY A.WORKER’S COMPENSATION COMPREHENSIVE AUTOMOBILE LIABILITY Statuto~T Bodily Injury $1,000,000 ea. person PropelS; Damage $1,000,000 each person, including owned, hired, and non-owned automobiles C.COMPREHENSIVE Bodily Injury $1,000,000 each person, 071031jb 0072940 6 GENERAL LIABILITY $1,000,000 each occurrence, $1,000,000 aggregate including products, Property Damage $1,000,000 each occurrence completed operations, Personal Injury $1,000,000 each occurrence, broad form contractual, and persona! 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 non_renewed until after thi~%~ (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 agreed that any insurance maintained by the City of Palo Alto will apply in excess of.. and not contribute to, insurance provided by this policy." 4.3 Evidence of Insurance Coverage and!or Changes will be, as follows: Ao Certificate of Insurance. The Friends a~’ee to deposit with the JMZ Manager before the effective date of this Agreement, certificates of insurance necessmT to satisfT the City that the insurance provisions of this Agreement 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 ttv’ee (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 any time, to review the coverage, form, and an~ount 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 lnembers of the public using the JMZ, the City Manager, or designee, may require an mnount to provide adequate protection as determined by the Risk Manager. The City’s requirements shall be reasonable and 071031jb 0072940 7 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. Changes in Coverage. The City Manager, or designee, will notify the Friends, in writing, 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 Ageement 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 m~d requirements of this Agreement. Notwithstanding the policy or policies of insurance, the Friends will be obligated for the full and tota! amount of any damage, injury, or loss caused by or co~mected with this Agreement, with the Friends’ use of the JMZ. 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. INDEM-NITY 5. t 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 properb~ arising from, growing out o~ or in any way comaected with or related to this Agreement. The Friends will protect, indelnnify, 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, terms, conditions and provisions of this Ageement. The preceding sentence notwithstanding, no personal liability will attach to any Bom’d 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, danages, costs, expenses or attorneys’ fees m’ising out of the City’s negligent performance or nonperformance of its obligations under the terms of this Agreement. SECTION 6. WA15ZER 07103Ijb 0072940 8 6.1 The waiver by either Party 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 any such covenant, term, condition, or provision or of any subsequent breach or violation of the same or any other covenant, term, condition, or provision. The subsequent acceptance by either Pat~ of any consideration which may become due or payable hereunder will not be deemed to be a waiver of any preceding breach or violation by the other Part?; SECTION 7. NO PROPERTY RIGHTS 7.1 The Parties agree that this Agreement will not confer any 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 Pat~ may assign, transfer, or convey this A~’eement or any interest that it may have in this Agreement without the other Pm~’s express consent or approval. Any attempted assigmnent without the required consent or approva! 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 assigmnent, at the option of the PatTy not making the assigmnent, this Agreement may be terminated upon reasonable notice to the Palty making the assignment. SECTION 9. ~DEPENDENT CONTP, ACTOR 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 employee of the Cit3~. Nothing in this Agreement will be consmaed to establish a partnership, joint venture, group, pool, syndicate or agency between the Parties. No provision contained herein will be construed as authorizing or empowering either Party to assmne or create any obligation or responsibility whatsoever, express or implied, on behalf, or in the name of.. the other Party in any maturer, or to make any representation, warranty or commitment on behalf of the other Party. In no event will either Part?; 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 Party, 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, fmnilial status, weight or height of that person. The Foundation aclcnowledges that it has read and understands the provisions of PAMC Chapter 2.30 relating to nondiscrimination in employment and the penalties for violations thereo~ and it agees to 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 07!03lib 0072940 9 Nondiscrimination, as described in Exhibit "B." SECTION 11. NOTICES 11.1 Any notice, request, consent or approval by a Pat~, that is required to be furnished by this Agreement, will be given, in writing, 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 A~eement will be governed by m~d construed in accordance with the laws of the State of California and the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Parties will comply with all applicable federal, state and local laws in the exercise of their rights and the performance 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 Pat’ties and supersedes all prior negotiations, representations and contracts, written or oral. This Agreement may be amended by an instrument, in ;~iting, signed by the Parties. This Agreement may be executed in an?," number of counterparts, each of which will be an original, but all of which together will constitute one and the stone instrument. 12.4 All exhibits referred to in this Agreement are by such references incorporated in this Agreement and made a pal~ hereof. The following exhibits are (or will be) made a part of this Agreement: Exhibit ~A" - Insurance Requirements 07103lib 0072940 !0 Exhibit "B" - Cel~ification 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 agreement, and other information 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 extent that an action is brought, the Parties agree that trial of such action will be x.ested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 12.8 The prevailing Pa’0~ in m~y action brought to enforce the provisions oftl~s A~’eement may recover its reasonable costs and attorneys’ fees expended in connection with that action. 12.9 If a court of competent jurisdiction finds or roles 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. // // // // // // // IN WITNESS WHEREOF, the Pa-ties by their duly authorized representatives have executed this Agreement on the Effective Date. 07103lib 0072940 11 APPROVED AS TO FO~VI:CITY OF PALO ALTO Senior Asst. City Attorney APPROVED" Cib, Manager FRIENDS OF THE MUSEUM AND ZOO PALO ALTO JUNIOR Director of Administrative Services Member Director of Community Services Member Member 071031 jb 0072940 12 CERTIFICATE OF ACKNOWLEDGEMENT (Civil Code § 1189) STATE OF ) ) SS. COU.WTY OF ) On .2007, before me., a NotmT Public in and for said County and State, personally appeared personally l~aown 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 capacib7(ies), Bad that by his/her/their signature(s) on the instrument the person(s), or the enti~, upon behalf of which the person(s) acted, executed the instrument. WITNESS nay hand and official seal. Signature of Notary Public 07103lib 0072940 13 EXHIBIT "A" INSURANCE REQUIREMENTS 07103lib 0072940 14 EXHIBIT "B" CERTIFICATION OF NONDISCRIMINATION 07103ljb 0072940 15 Attachment B TO:HONO1LA~BLE CITY COUNCIL ATTN: FROM: 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 aad 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 through 1990 the group was called the Junior Musemn 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 facilib~ (CMR 442:02). Although progress has been made, that goal has yet to be realized; the Friends have continued to be m~ 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 and 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 Ci~, and the Friends and that the outcome of any partnership agreement would be contingent 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 naanagement consultant hired by the Friends, to develop a concept for the proposed public/nonprofit pm-tnership. 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 a~’eement that provides the CMR:416:07 Page 1 of 3 Friends greater opportunity to play a role in program plalming. By being more engaged in the decision-making process, the Friends’ board and staff believe the potentia! for outside funding is increased by enhancing the JMZ program’s organizational capabilities and by providing a higher degree of ownership by the Friends’ board of directors and its members. This pa-tnership 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 ann 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 oppom~nity for the Friends to participate in short- and long-term plam~ing efforts, have use of the facility 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 mmual 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 program 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 e~Sanced program 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 Enviromnental 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: RICHAR~ JAMES Com)~ur~’ity Services Director CITY MANAGER APPROVAL: E~IILY HARI~SON Assistant City Manager CMR:416:07 Page 3 of 3 Attachment C Special Meeting November 14, 2007 Chairperson Barton called the meeting to order at 6:00 p.m. in the Council Conference Room, 250 Hamilton Avenue, Palo Alto, California. Present:Barton, Cordell, Drekmeier Absent:Kteinberg 1. Oral Communications None, 2. Approval of a Mutual Cooperation and Support Agreement with the Friends of the Palo Alto Junior Museum and Zoo MOTION: Council Member Cordell moved, seconded by Drekmeier, that the Policy and Services Committee recommends to the City Council the approval of a mutual cooperation and support agreement with the Friends of the Palo Alto Junior Museum and Zoo. AMENDMENT: Council Member Barton moved to remove references to Exhibits A, B, and C from the agreement. MOTION PASSED 3-0. 3. Human Relations Commission Recommends to the City Council to Remove the Palo Alto Mediation Program from the Human Services Resource Allocation Process Along with its Current Funding and be Funded Through a Contract with the City of Palo Alto MOTION: Council Member Cordell moved, seconded by Drekmeier, that the Policy and Services Committee recommends to the City Council to approve the removal of Palo Alto Mediation Program from the Human Services Resource Allocation Process along with its current funding and be funded instead through a contract with the City of Palo Alto as part of the upcoming budget process. MOTION PASSED 3-0. 4. Recommendation From the Human Relations Commission to Adopt a Resolution Encouraging the U.S. Department of Homeland Security :immigration and Customs Enforcement Agency Under "Operation Return to Sender" to enforce the U.S. :Immigration and Customs Laws in a Manner that Complies with all Applicable Laws, Rules and Regulations, :Including the Constitutional Protection Against Unreasonable Searches and Seizures MOTION: Council Member Drekmeier moved, seconded by Cordell, that the Policy and Services Committee recommends that the City Council approve the adoption of a resolution encouraging the U.S. :immigration and Custom Enforcement Agency, under "Operation Return to Sender," to enforce the immigration and customs laws in a manner that complies with all applicable laws, rules and regulations and the constitutional protection against unreasonable searches and seizures and is in accordance with principles of fair play and substantial justice. MOTION PASSED 3-0. 5. Modification of the Existing Policy on Naming City-Owned Land and Facilities to Accommodate Capital Fundraising Campaigns for the Construction or Renovation of City Facilities MOTION: Council MemberCordell moved, seconded by Drekmeier, thatthe Policy and Services Committee recommends that the City Council consider the issue of exchanging facility naming rights in exchange for monetary donations before the Committee further discusses and recommends changes to the existing City naming policy. MOTION PASSED 3-0. 6. Discussion for Future Meeting Schedules and Agendas Next meeting scheduled for December 11, 2007 ADJOURNMENT: Meeting adjourned at 6:59 p.m.